3-cycloalkylaminopyrrolidine derivatives as modulators of chemokine receptors

ABSTRACT

The present invention relates to 3-cycloalkylaminopyrrolidine derivatives of the formula I: 
     
       
         
         
             
             
         
       
     
     (wherein R 1 , R 2 , R 3 , R 4 , R 5 , R 6 , R 7 , X, Y and Z are as defined herein) which are useful as modulators of chemokine receptor activity. In particular, these compounds, are useful as modulators of chemokine receptors and more specifically as modulators of the CCR2 and/or CCR5 receptor. The compounds and compositions of the invention may bind to chemokine receptors, e.g., fee CCR2 and/or CCR5 chemokine receptors, and are useful for treating diseases associated with chemokine, e.g., CCR2 and/or CCR5, activity, such as atherosclerosis, restenosis, lupus, organ transplant rejection and rheumatoid arthritis.

CROSS-REFERENCE TO RELATED APPLICATIONS

This application claims the benefit of U.S. Provisional Application Ser.No. 60/531,270, filed Dec. 18, 2003, the disclosure of which isincorporated herein by reference in its entirety.

FIELD OF THE INVENTION

The instant invention is directed to chemokine receptor modulators,e.g., antagonists, and their use as medicinal agents. The presentinvention further relates to novel compounds and medical methods oftreatment of inflammation, and other disorders especially thoseassociated with lymphocyte or monocyte accumulation such as rheumatoidarthritis, lupus, graft versus host diseases and/or transplantrejection. More particularly, the present invention relates to3-cycloalkylaminopyrrolidine derivatives and their use as modulators ofchemokine receptors.

More specifically, the instant invention relates to newanti-inflammatory and immunomodulatory bioactive compounds andpharmaceutical compositions thereof that act via antagonism of the CCR2receptor, (also known as the MCF-1 receptor), and therefore leading tothe. inhibition of Monocyte Chemtialtractarit Protein-1 (MCP-1). The newcompounds are 3-cycloalkylaminopyrrolidine derivatives. The inventionfurther relates to novel compounds for use in the compositions, toprocesses for their preparation, to intermediates useful in theirpreparation and to their use as therapeutic agents.

The chemokine receptor modulators/antagonists of the invention may beeffective as therapeutic agents and/or preventive agents for diseasessuch as atherosclerosis, asthma, pulmonary fibrosis, myocarditis,ulcerative colitis, psoriasis, asthma, ulcerative colitis, nephritis(nephropathy), multiple sclerosis, lupus, systemic lupus erythematosus,hepatitis, pancreatitis, sarcoidosis, organ transplantation, Crohn'sdisease, endometriosis, congestive heart failure, viral meningitis,cerebral infarction, neuropathy, Kawasaki disease, and sepsis in whichtissue infiltration of blood leukocytes, such as monocytes andlymphocytes, play a major role in the initiation, progression ormaintenance of the disease.

The present invention also provides immunomodulatory bioactive compoundsand pharmaceutical compositions thereof that act via antagonism of theCCR5 receptor.

BACKGROUND OF THE INVENTION

The migration and transport of leukocytes from blood vessels intodiseased tissues appears to be a critical component to the initiation ofnormal disease-lighting. inHammatory responses. The process, also knownas leukocyte recruitment, is also related to the onset and progressionof life-threatening inflammatory, as well as debilitating autoimmunediseases. The resulting pathology of these diseases derives from theattack of the body's immune system defenses on normal tissues.Accordingly, preventing and blocking leukocyte recruitment to targettissues in inflammatory and autoimmune disease would be a highlyeffective approach to therapeutic intervention.

The different classes of leukocyte cells that are involved in cellularimmune responses include monocytes, lymphocytes, neutrophils,eosinophils and basophils. In most cases, lymphocytes are the leukocyteclass that initiates, coordinates, and maintains chronic inflammatoryresponses, and thns are generally the most important class of cells toblock, from entering inflammatory sites. Lymphocytes attract monocytesto the tissue sites, which, collectively with lymphocytes, areresponsible for most of the actual tissue damage that occurs ininflammatory disease. Infiltration, of the lymphocytes and/or monocytesis known to lead to a wide range of chronic, autoimmune diseases, andalso organ transplant rejection. These diseases include, but are notlimited to, rheumatoid arthritic chronic contact dermatitis,inflammatory bowel disease, lupus, systemic lupus erythematosus,multiple sclerosis, atherosclerosis, psoriasis, sarcoidosis, idiopathicpulmonary fibrosis, dermatomyositis, skin pemphigoid and relateddiseases, (e.g., pemphigus vulgaris, p. foliacious, p. erythematosis),glomerulonephritides, vasculitides, hepatitis, diabetes, allograftrejection, and graft-versus-host disease.

The process, by which leukocytes leave the bloodstream and accumulate atinflammatory sites, and start a disease, has at least three steps whichhave been, described as (1) rolling, (2) activation/firm adhesion and(3) transendomelial migration [Springer, T. A., Nature 346:425-433(1990); Lawrence and Springer, Cell 65:859-873 (1991): Butcher, E. C,Cell 67:1033-1036 (1991)]. The second step is mediated at the molecularlevel by chemoattractant receptors, Chemoattractant receptors on thesurface, of leukocytes then bind chemoattractant cytokines which aresecreted by cells at the site of damage or infection. Receptor bindingactivates leukocytes, increases the adhesiveness of the adhesionmolecules that mediate transendothelial migration, and promotes directedmigration of the cells toward the source of the chemoattractantcytokine.

Chemotactic cytokines (leukocyte chemoattracant/activating (actors) alsoknown as chemokines, also known as intercrines and SIS cytokines are agroup of inflammatory/immunomodulatory polypeptide factors, of molecularweight 6-15 kDa, that are released by a wide variety of cells such asmacrophages, monocytes, eosinophils, neutrophils, fibroblasts, vascularendotherial cells, smooth muscle cells, and mast cells, at inflammatorysites (reviewed in Luster, New Eng. J Med., 338, 436-445 (1998) andRollins, Blood, 90, 909-928 (1997)). Also, chemokines has been describedin Oppenheirn, J. J. et al., Annu. Rev. Immunol., 9:617-648 (1991);Schall and Bacon, Curr. Opin. Immunol., 6:865-873 (1994); Baggloiini,M., et al., and Adv. Immunol., 55:97-179 (1994). Chemokines have theability to stimulate directed cell migration, a process known aschemotaxis. Each chemokine contains four cysteine residues (C) and twointernal disulfide bonds. Chemokines can be grouped into twosubfamilies, based on whether the two amino terminal cysteine residuesare immediately adjacent (CC family) or separated by one amino acid (CXCfamily). These differences correlate with the organization of the twosubfamilies into separate gene clusters. Within each gene cluster, thechemokines typically show sequence similarities between 25 to 60%. TheCXC chemokines, such as interleukin-8 (IL-8), neutrophil-activatingprotein-2 (NAP-2) and melanoma growth stimulatory activity protein(MGSA) are chemotactic primarily for neutrophils and T lymphocytes,whereas the CC chemokines, such as RANTES, MIP-1α, MIP-1β, the monocytechemotactic proteins (MCP-1, MCP-2, MCP-3, MCP-4, and MCP-5) and theeotaxins (-1 and -2) are chemotactic for, among other cell types,macrophages, T lymphocytes, eosinophils, dendritic cells, and basophils.There also exist the chemokines lymphotactin-1, lymphotacin-2 (both Cchemokines), and fractalkine (a CXXXC chemokine) that do not fall intoeither of the major chemokine subfamilies.

MCP-1 (also known as MCAF (abbreviation for macrophage chemotactic andactivating factor) or JE) is a CC chemokine produced bymonocytes/macrophages, smooth muscle cells, fibroblasts, and vascularendothelial cells and causes cell migration and cell adhesion ofmonocytes (see for example Valente, A. J., et al. Biochemistry, 1988,27, 4162; Matsushima, K., et ah, J. Exp. Med., 1989, 169, 1485;Yoshimura, T., et al., J, Immunol., 1989, 142, 1956; Rollins, B. J., etal., Proc. Natl. Acad. Sol. USA, 1988, 85, 3738; Rollins, B. J., et al.,Blood, 1991, 78 1112; Jiang, Y., et al., J. Immunol, 1992, 148, 2423;Yaddi, K., et al., J. Immunol., 1994, 153,4721), memory T lymphocytes(see for example Carr, M. W., et al., Free. Natl. Acad, Set,. USA, 1994,91, 3652), T lymphocytes (see for example Loetscher, P., et al., FASEBJ., 1994, 8, 1055) and natural killer cells (see for example Loetscher,P., et al., J. Immunol, 1996, 156, 322; Allavena, P. et al., Eur. J.Immunol., 1994, 24, 3233), as well as mediating histamine release bybasophils (see for example Alam, R., et al., J. Clin, Invest., 1992, 89,723; Bischoff, S. C., et al. J. Exp. Med., 1992, 175, 1271; Kuna, P., etal. J. Exp. Med., 1992, 175, 489). In addition, high expression of MCP-1has been reported in diseases where accumulation of monocyte/macrophageand/or T cells is thought to be important in the initiation orprogression of diseases, such as atherosclerosis (see for example Hayes,I. M., et al., Arterioseler. Thromb. Vasc. Biol., 1998, 18, 39: Takeya,M. et. al., Hum. Pathol., 1993, 24, 534; Yla-Herttuala, S., et ah, Proc,Natl Acad, Scl. USA, 1991, 88, 52; Nelken, M A., J. Clin, invest., 1991,88,1121), rheumatoid arthritis (see for example Koch, A. E et al., J.Clin. Invest., 1992, 90, 772; Akahoshi, Y., et al. Arthritis Rheum.,1993, 36, 762; Robinson, E., et al., Clin. Exp. Immunol, 101, 398),nephritis (see for example Noris, M., et al., Lab. invest., 1995, 73,804: Wada, T., at al., Kidney Int., 1996, 49, 761; Gesualdo, L., et al.,Kidney Int., 1997, 51, 155), nephropathy (see for example Saitoh, A., etal, J. Clin; Lab. Anal, 1998, 12, 1: Yoloyams, H., et al., J. Leukoc.Biol, 1998, 63, 493), pulmonary fibrosis, pulmonary sarcoidosis (see forexample Sugiyania. Y., et al., Internal Medicine, 1997, 36, 856), asthma(see for example Karma, M., et al., J. Invest. Allergol. Clin. Immunol.,1997, 7, 254; Stephene T. H., Am. J, Respir. Crit. Care Med., 1997, 156,1377; Sousa, A. R. et al. Am. J. Respir. Cell Mol. Biol, 1994, 10,142),multiple sclerosis (see for example McManus, C., et al., J.Neuroimmunol., 1998, 86, 20), psoriasis (see lor example Gillitzer, R.,et al., J. Invest. Dermatol, 1993, 101, 127), inflammatory bowel disease(see for example Grimm, M. C, et al., J. Leukoc. Biol, 1996, 59, 804;Reinecker, H. C., et al., Gastroenterology, 1995, 106, 40), myocarditis(see for example Seino, Y., et al., Cytokine, 1995, 7, 301),endometriosis (see for example Jolicoeur, C., et al., Am. J. Pathol,1998. 152, 125), intraperitoneal adhesion (see for example Zeyneloglu,H. B., et al., Human Reproduction, 1998, 13, 1194), congestive heartfailure (see for example Aurust, P., et al., Circulation, 1998, 97,1136), chronic liver disease (see for example Marra, F., et al., Am. J.Pathol, 1998, 152, 423), viral meningitis (see for example Lahrtz, F.,et al., Eur. J. Immunol, 1997, 27, 2484), Kawasaki disease (see forexample Wong, M.; et al., J. Rheumatol, 1997, 24, 1179) and sepsis (seefor example Salkowski, C. A.; et al, Infect, immun., 1998, 66, 3569).Furthermore, anti-MCP-1 antibody has been reported to show an inhibitoryeffect or a therapeutic effect in animal models of rheumatoid arthritis(see for example Schimmer, R. C, et al., J. Immunol, 1998, 160, 1466;Schrier, D, J., J. Leukoc. Biol., 1998, 63, 359; Ogata, H., et al., J.Pathol, 1997, 182, 106), multiple sclerosis (see for example Karpus, W.J., et al., J. Leukoc. Biol., 1997, 62, 681), nephritis (see for exampleLloyd, C. M, et al., J. Exp. Med., 1997, 185, 1371; Wada, T. et al.,FASEB J., 1996, 10, 1418), Asthma (see for example Gonzalo, J.-A., etal., J. Exp. Med., 1998, 188, 157; Lukacs, N. W., J. Immunol., 1997,158, 4398), atherosclerosis (see for example Guzman, L. A., et al.,Circulation, 1993, 88 (suppl.), 1-371), delayed type hypersensitivity(see for example Rand, M. L., et al., Am. J. Pathol., 1996, 148, 855),pulmonary hypertension (see for example Kimura, H,, et al., Lab.Invest., 1998, 78, 571), and intraperitoneal adhesion (see for exampleZeyneloglu, H. B., et al., Am. J. Obstet. Gynecol., 1998, 179, 438). Apeptide antagonist of MCP, MCP-1 (9-76), has been also reported toinhibit arthritis in the mouse model (see Gong, J.-H. J. Exp., 4ed.,1997, 186, 131), as well as studies in MCP-1-deficient mice have shownthat MCP-1 is essential for monocyte recruitment in vivo (see Lu, B, etal., J. Exp. Med., 1998, 187, 601; Gu, L., et al., Moll Cell, 1998, 2,275),

The published literature indicate that chemokines such as MCP-1 andMIP-1α attract monocytes and lymphocytes to disease sites and mediatetheir activation and thus are thought to be intimately involved in theinitiation, progression and maintenance of diseases deeply involvingmonocytes and lymphocytes, such as atherosclerosis, restenosis,rheumatoid arthritis, psoriasis, asthma, ulcerative colitis, nephritis(nephropathy), multiple sclerosis, pulmonary fibrosis, myocarditis,hepatitis, pancreatitis, sarcoidosis, Crohn's disease, endometriosis,congestive heart failure, viral meningitis, cerebral infarction,neuropathy, Kawasaki disease, and sepsis (see for example Rovin, B. H.,et al., Am. J. Kidney, Dis., 1998, 31, 1065; Lloyd, C., et al., Curr.Opin. Nephrol. Hypertens., 1998, 7, 281; Conti, P.,et al., Allergy andAsthma Proc, 1998, 19, 121; Ransohoff, M., et al., Trends Neurosci.,1998, 21, 154; MacDermott, R. P., et al., Inflammatory Bowel Diseases,1998, 4, 54).

The chemokines bind to specific cell-surface receptors belonging to thefamily of G-protein-coupled seven-transmembrane-domain proteins(reviewed in Horuk, Trends Pharm. Sci., 15, 159-165 (1994)) which aretermed “chemokine receptors.” On binding their cognate ligands,chemokine receptors transduce an intracellular signal through theassociated trimeric G proteins, resulting in, among other responses, arapid increase in intracellular calcium concentration, changes in cellshape, increased expression of cellular adhesion molecules,degranuiation, and promotion of cell migration.

Genes encoding receptors of specific chemokines have been cloned, and itis now known that these receptors are G protein-coupledseven-transmembrane receptors present on various leukocyte populations.So far, at least five CXC chemokme receptors (CXCR1-CXCR5) and eight CCchemokine receptors (CCR1-CCR8) have been identified. For example IL-8is a iigand for CXCR1 and CXCR2, MIP-1α is that for CCR1 and CCR5, andMCP-1 is that for CCR2A and CCR2B (for reference, see for example,Holmes, W. E., et ah, Science 1991, 253, 1278-1280; Murphy P. M., etal., Science, 253, 1280-1283; Neote, K. et al, Cell, 1993, 72, 415-425;Charo, I. F., et al., Proc, Natl. Acad. Sci. USA, 1994, 91, 2752-2756;Yamagami, S., et al., Biochem. Biophys, Res. Commun., 1994, 202,1156-1162; Combadier, C., et. al., The Journal of Biological Chemistry,1995, 270, 16491-16494, Power, C. A., et al., J. Biol. Chem., 1995, 270,19495-19500; Samson, M, et al., Biochemistry, 1996, 35, 3362-3367;Murphy, P. M., Annual Review of Immunology, 1994, 12, 592-633). It hasbeen reported that lung inflammation and granuroma formation aresuppressed in CCR1-deficient mice (see Gao, J.-L., et al., J. Exp. Med.,1997, 185, 1959, Gerard, C., et al., J. Clin. Invest., 1997, 100, 2022),and that recruitment of macrophages and formation of atheroscleroticlesion decreased in CCR2-deficient mice (see Boring, L., et al., Nature,1998, 394, 894; Kuziel, W. A., et al., Proc. Natl. Acad. Sci., USA,1997, 94, 12053; Kurihara, T., et al., J. Exp, Med., 1997, 186, 1757;Boring, L., et al., J. Clin. Invest., 1997, 100, 2552).

Accordingly, drugs which inhibit the binding of chemokines such as MCP-1and/or MIP-1α to these receptors, e.g., chemokine receptor antagonists,may be useful as pharmaceutical agents which inhibit the action ofchemokines such as MCP-1 and/or MIP-1α on the target cells, but theprior art is silent regarding 3-cycloakylaminopyrrolidine derivativeshaving such pharmacological effects. The identification of compoundsthat modulate the function of CCR2 and/or CCR5 represents an excellentdrug design approach to the development of pharmacological agents forthe treatment of inflammatory conditions and diseases associated withCCR2 and/or CCR5 activation, such as rheumatoid arthritis, lupus andother inflammatory diseases. The present invention provides solutions toa long felt need in the field of chemokine receptor modulators andantagonists.

OBJECTS OF THE INVENTION

With the foregoing in mind, it is an object of the present invention toprovide chemokine receptor antagonists and chemokine receptor modulatorsfor treating rheumatoid arthritits.

Another main object of the invention is to provide chemokine receptorantagonists and their use as medicinal agents.

An additional object of the invention is to provide chemokine receptormodulators and their use as medicinal agents.

A further object of the present invention is to provide3-cycloalkylaminopyrrolidine derivatives.

Another object of the invention relates to novel compounds and medicalmethods of treatment of inflammation.

A still further object of the invention provides new anti-inflammatoryand immunomodulatory hioactive compounds and pharmaceutical compositionsthereof that act via antagonism of the CCR2 receptor.

An additional object of the invention provides3-cycloalkylaminopyrrolidine derivatives and their use as modulators ofchemokine receptors.

A still additional object of the invention provides3-cycloalkylaminopyrrolidine derivatives and their use in treating andpreventing atherosclerosis and restenosis.

A further object of the invention provides 3-cycloalkylaminopyrrolidinederivatives and their use as modulators of the CCR5 receptor.

Another main object of the invention provides3-cycloalkylaminopyrrolidine bioactive. compounds and pharmaceuticalcompositions thereof that act via antagonism of the CCR5 receptor.

Other objects and embodiments of the present invention will be discussedbelow. However, it is important to note that many additional embodimentsof the present invention not described in this specification maynevertheless fall within the spirit and scope of the present Inventionand/or the claims.

SUMMARY OF THE INVENTION

The present invention is directed to compounds of formulas I and II:

or enantiomers, diastereomers, enantiomerically enriched mixtures,racemic mixtures thereof, prodrugs, crystalline forms, non-crystallineforms, amorphous forms thereof, solvates thereof, metabolites thereof,and pharmaceatically acceptable salts thereof, wherein constituentvariables are provided herein.

The instant invention also relates to pharmaceutical compositions whichcomprise anti-inflammatory and/or immunomodulatory compounds of formulaI and II as shown above, that act via antagonism of the CCR2 receptor,(also known as the MCP-1 receptor), therefore inhibiting the MonocyteChemoattractant Protein-1 (MCP-1),

The instant invention is also directed to pharmaceutical compositionswhich comprise anti-inflammatory and/or immunomodulatory compounds offormula I and II as shown above, that act via antagonism of the CCR5receptor (also known as the MCP-1 receptor), therefore inhibiting theMonocyte Chemoattractant Protein-1 (MCP-1).

The present invention is also directed to compounds of formula I and IIwhich are modulators of CCR2 chemokine. receptor function and are usefulin the prevention or treatment of inflammatory conditions and diseasessuch as rheumatoid arthritis, allergic diseases, psoriasis, atopicdermatitis, lupus and asthma.

The present invention also describes compounds of formula I and II whichare modulators of CCR5 chemokine receptor function and are useful in theprevention or treatment of inflammatory conditions and diseases such asrheumatoid arthritis, allergic diseases, psoriasis, atopic dermatitis,lupus and asthma.

The invention is also provides pharmaceutical compositions comprisingcompounds selected from the group of formula I and II, and the use ofthese compounds and compositions in the prevention or treatment ofdiseases in which CCR2 chemokine receptors are involved.

The invention further provides pharmaceutical compositions comprisingcompounds selected from the group of formula I and II, and the use ofthese compounds and compositions in the prevention or treatment ofdiseases in which CCR5 chemokine receptors are involved.

The invention additionally provides a method for foe treatment ofinflammation, rheumatoid arthritis, lupus, systemic lupus erythematosus,atherosclerosis, restenosis, immune disorders, and transplant rejectionin a mammal in need thereof comprising administering to such mammal atherapeutically effective amount of a pharmaceutical compositioncontaining a compound according to formula I and II in admixture with apharmaceutically acceptable excipient, diluent, or carrier.

The present invention further provides compositions comprising acompound of the invention and a pharmaceutically acceptable carrier.

The present invention further provides methods of modulating activity ofa chemokine receptor comprising contacting said chemokine receptor witha compound of the invention.

The present invention further provides methods of treating a diseaseassociated with expression or activity of a chemokine receptor in apatient comprising administering to the patient a therapeuticallyeffective amount of a compound of the invention.

DETAILED DESCRIPTION

The instant invention is directed to a compound of the formula I:

including its enantiomers, diastereomers, enantiomerically enrichedmixtures, racemic mixtures thereof, prodrugs, crystalline forms,non-crystalline forms, amorphous forms thereof, solvates thereof,metabolites thereof, and pharmaceutically acceptable salts, wherein:

X is selected from the group consisting of a bond, aryl, mono or polysubstituted aryl, heterocycle, mono or poly substituted heterocycle,heteroaryl, mono or poly substituted heteroaryl, carbocycle, mono orpoly substituted carbocycle and (CR⁸R⁹)_(n), wherein n=0−5;

Y is a bond, or is selected from the group consisting of oxygen, sulfur,nitrogen, amide bond, thioamide bond, sulfonamide, ketone, —CHOH—,—CHO-alkyl-, -alkyl-O-alkyl, oxime, and a urea;

Z is selected from the group consisting of carbocycle, aryl, heterocycleand heteroaryl, each having 0-3 R¹⁰ substituents, wherein R¹⁰ isindependently selected from the group consisting of: halogen, alkyl,alkenyl, alkynyl, alkoxy, cyclic alkoxy, heterocyclic alkoxy,alkoxyalkyl, cyclic alkoxyalkyl, heterocyclic alkoxyalkyl,alkylthioalkyl, cyclic alkylthioalkyl, heterocyclic alkylthioalkyl,thioalkyl, mono-, di- or tri-haloalkyl, mono-, di- or tri-haioalkoxy,nitro, amino, mono- or di-substituted amino, mono- or di-substitutedaminoalkyl, carboxyl, esterified carboxyl, carboxamido, mono- ordi-substituted carboxamido, carbamate, mono- or di-substitutedcarbamate, sulfonamide, mono-or di-substituted sulfonamide,alkylsulfonyl, cyclic alkylsulfonyl, heterocyclic alkylsulfonyl,arylsulfonyl, heteroarylsulfonyl, alkylcarbonyl, chyclic alkylcarbonyl,heterocyclic alkylcarbonyl, arylcarbonyl, heteroarylcarbonyl,thiocarboxamido, cyano, R^(10a)-carbocycle, R^(10a)-heterocycle,R^(10a)-aryl and R^(10a)-heteroaryl, wherein R^(10a) is H, halogen, OH,amino, mono- or di-substituted amino, mono-, di- or tri-haloalkyl,alkoxy, mono-, di- or tri-haloalkoxy, carboxamide, sulfonamide,carbamate, urea or cyano;

R¹ is independently selected from the group consisting of: carbocycle,heterocycle, aryl, heteroaryl, arylalkyl, heteroarylalkyl, arylalkenyl,heteroarylalkenyl, arylalkynyl, heteroarylalkynyl, arylaminocarbonyl,heteroarylaminocarbonyl, arylcarboxamido, heteroarylcarboxamido,arylureido, heteroarylureido, aryloxy, heteroaryloxy, arylalkoxy,heteroarylalkoxy, arylamino and heteroarylamino, wherein saidcarbocycle, heterocycle, aryl or heteroaryl is substituted with 0-3R^(1a), wherein R^(1a) is independently selected from the groupconsisting of: halogen, alkyl, alkenyl, alkynyl, alkoxy, cyclic alkoxy,heterocyclic alkoxy, alkoxyalkyl, cyclic alkoxyalkyl, heterocyclicalkoxyalkyl, alkylthioalkyl, cyclic alkylthioalkyl, heterocyclicalkylthioalkyl, hydroxyalkyl, mono-, di- or tri-haloalkyl mono-, di- ortri-haloalkoxy, nitro, amino, mono- or di-substituted amino, mono- ordi-substituted aminoalkyl, aminocarbonyl, mono- or di-substitutedanimocarbonyl, cyclic aminocarbonyl, aminosulfonyl, mono- ordi-substituted aminosulfonyl, alkylcarbonyl, cyclic alkylcarbonyl,heterocyclic alkylcarbonyl, arylcarbonyl, heteroarylcarbonyl, formyl,alkylsulfonyl, cyclic alkylsulfonyl, heterocyclic alkylsulfonyl,aryisulfonyl, heteroarylsulfonyl, carboxylic acid, esterifed carboxylicacid, alkylcarbonylamino, cyclic alkylcarbonylamino, heterocyclicalkylcarbonylamino, arylcarbonylamino, heteroarylcarbonylamino, cyano,arylalkyl, heteroarylalkyl, aryloxyalkyl, heteroaryloxyalkyl,arylthioalkyl, heteroarylthioalkyl, carbamate, mono- or di-substitutedcarbamate, R^(1b)-carbocycle, R^(1b)-heterocycle, R^(1b)-aryl andR^(1b)-heteroaryl, wherein R^(1b) is H, halogen, OH, amino, mono- ordi-substituted amino, mono-, di- or tri-haloalkyl, alkoxy, mono-, di- ortri-haloalkoxy, hydroxyalkyl, alkoxyalkyl, aminoalkyl, mono- ordi-substituted aminoalkyl, carboxamide, sulfonamide, carbamate, urea orcyano;

R² is independently selected from the group consisting of: H, amino,mono- or di-substituted amino, OH, carboxyl, esterified carboxyl,carboxamide, N-monosusbstituted carboxamide, and N,N-disubstitutedcarboxamide, cyano, alkyl, alkenyl, alkynyl, cycloalkyl, cycloalkenyl,alkoxy, thioalkyl, mono-, di- or tri-haloalkyl, halogen, aryl andheteroaryl;

optionally R¹ and R² can be bonded to each other to form a spirocycle;

R³ and R⁴, are independently selected form the group consisting of: H,amino, OH, alkyl, haloalkyl, dihaloalkyl, trihaloalkyl, alkenyl,alkynyl, aryl, heteroaryl, arylalkyl, heteroarylalkyl, alkoxy andthioalkyl;

optionally R³ and R⁴ can occupy multiple positions in the cycloalkylring;

optionally R¹ and R³ can be cyclized to form a carbocycle or heterocyclehaving 0-3 R^(a) substituents, wherein R^(a) is selected from the groupconsisting of halogen, alkyl, alkoxy, thioalkyl, mono-, di- ortri-haloalkyl, mono-, di- or tri-haloalkoxy, nitro, amino, carboxyl,esterified carboxyl, carboxamido, thiocarboxamido, cyano, mono-, di-, orpoly-susbstituted aryl or mono-, di-, or poly-susbstituted heterocycleoptionally, wherein said substituted aryl and substituted heterocycleare substituted with 0-3 R^(b), wherein R^(b) is selected from the groupconsisting of halogen, alkyl, alkoxy, thioalkyl, mono-, di- ortrihaloalkyl, mono-, di- or trihaloalkoxy, nitro, amino, carboxyl,esterified carboxyl, carboxamido, thiocarboxamido and cyano;

optionally R³ and R⁴ can be cyclized to form a bridged bicyclic systemhaving a methylene group or an ethylene group or a heteroatom selectedform the group consisting of N, O and S;

-   -   optionally R³ and R⁴ can be cyclized to form a spirocycle;

R⁵ is independently selected from the group consisting of hydrogen,alkyl and formyl; and when R⁵ is alkyl the nitrogen may optionally be inthe N-oxide form;

R⁶ and R⁷ are each independently selected from the group consisting ofH; C₁-C₁₀ alkyl, wherein said C₁-C₁₀ alkyl can be optionally interruptedby oxygen (O), nitrogen (NH), or sulfur (S); carbocycle; heterocycle;alkoxy; cycloalkoxy; heterocyclcalkoxy; mono-, di- or tri-haloalkyl;mono-, di- or tri-haloalkoxy; aryloxy; heteroaryloxy; arylalkoxy;heteroarylalkoxy; aryloxyalkyl; heteroaryloxyalkyl; arylalkoxyalkyl;heteroarylalkoxyalkyl; aryl; heteroaryl, arylalkyl; heteroarylalkyl;hydroxyalkyl; alkoxyalkyl; cycloalkyloxyalkyl; heterocycloalkyloxyalkyl;aminoalkyl; mono- or di-substituted aminoalkyl; arylaminoalkyl;heteroarylaminoalkyl; alkylthioalkyl; cycloalkylthioalkyl,heterocycloalkylthioalkyl; arylthioalkyl; heteroarylthioalkyl;alkylsulfonylalkyl; cycloalkylsulfonylalkyl;heterocycloalkylsulfonylalkyl; arylsulfonylalkyl;heteroarylsulfonylalkyl; aminocarbonyl; mono- or di-substitutedaminocarbonyl; aminocarbonylalkyl; mono- or di-substitutedaminocarbonylalkyl; alkylcarbonylalkyl; cycloalkylcarbonylalkyl;heterocycloalkylcarbonylalkyl; alkylcarbonylaminoalkyl;cycloalkylcarbonylaminoalkyl; heterocycloalkylcarbonylaminoalkyl;arylcarbonylaminoalkyl; heteroarylcarbonylaminoalkyl;arylsulfonylaminoalkyl; and heteroarylsulfonylaminoalkyl;

optionally, R⁶ and R⁷ can be cyclized to form a carbocycle orheterocycle, or a spirocycle or spiroheterocycle;

R⁸ and R⁹ are independently selected from the group consisting of H, OH,amino, alkyl, arylalkyl, heteroarylalkyl, aryl, heteroaryl, alkoxy,alkenyl, alkynyl, alkoxyalkyl, mono- or di-substituted amino, acarbocycle and a heterocycle;

optionally R⁸ and R⁹ can be cyclized to form a 3-7 membered carbocycleor heterocycle; and

r=0−3.

In a further embodiment, the invention relates to a compound of theformula II:

including its enantiomers, diasteromers, enantiomerically enrichedmixtures, racemic mixtures thereof, prodrugs, crystalline forms,non-crystalline forms, amorphous forms thereof, solvates thereof,metabolites thereof, and pharmaceutically acceptable salts, whereinconstituent variables are provided hereinabove.

In some embodiments, X can be selected from aryl, mono or polysubstituted aryl, heterocycle, heteroaryl, mono or poly substitutedheteroaryl, carbocycle, mono or poly substituted carbocycle, and(CR⁸R⁹)_(n) wherein n=0−5 (e.g., n is 0, 1, 2, 3, 4, or 5).

In some embodiments, X is a bond, heterocycle, mono or poly substitutedheterocycle heteroaryl, mono or poly substituted heteroaryl, or(CR⁸R⁹)_(n) wherein n=0−3.

In some embodiments, X is a heterocycle, mono or poly substitutedheterocycle. heteroaryl, or mono or poly substituted heteroaryl.

In some embodiments, X is (CR⁸R⁹)_(n) wherein n=0−3.

In some embodiments, X is CH₂.

In some embodiments, Y is a bond or -alkyl-O-alkyl-.

In some embodiments, —X—Y— is —(CR⁸R⁹)_(n)—HNH—CO—, -alkyl-O-alkyl-,heterocycle, or heteroaryl.

In some embodiments, —X—Y— is —CH₂—NH—CO—, —CH₂—O—CH₂—, azetidine,pyrrolidine, piperidine, imidazole, or 4,5-dihydroisoxazole.

In some embodiments,—X—Y— is —CH₂—NH—CO—.

In some embodiments, Z is aryl or heteroaryl, each substituted with 0-3R¹⁰ substituents.

In some embodiments, Z is 6-memebered aryl or 6-membered heteroaryl,each substituted with 0-3 R¹⁰ substituents.

In some embodiments, Z is phenyl, pyridyl or pyrimidinyl, eachsubstituted with 0-3 R¹⁰ substituents.

In some embodiments, Z is phenyl, pyridyl or pyrimidinyl, eachsubstituted with at least one mono-, di- or tri-haloalkyl.

In some embodiments, Z is:

In some embodiments, Z is:

In some embodiments, the carbocycle substituent of R¹ is intended toinclude, for example, cycloalkyl of 3-10 carbon atoms, and bicyclic andmulticyclic bridged systems such as norbornanyl, adamantyl andbicyclo[2.2.2]octyl. The carbocycle of R¹ may also be furthersubstituted with a heterocycle or heteroaryl ring such as pyridyl,pyrrolidinyl, and all those defined under X above.

Specific examples of R¹ substituents include phenyl, pyridin-2-yl,4-methylphenyl, 3-methyl-phenyl, 2-methylphenyl, 4-bromophenyl,3-bromophenyl, 4-chlorophenyl, 3chlorophenyl, 4-trifluoromethylphenyl,3-trifluoromethylphenyl, 2-trifluoromethylphenyl, 2-methoxyphenyl,3-pyridyl, 4-pyridyl, 2-methoxy-5-pyridyl, 2-ethoxy-5-pyridyl,3,4-methylenedioxyphenyl, 4-fluorophenyl,3-trifluoromethyl-1H-pyrazol-1-yl, 3-fluorophenyl, 4-methoxyphenyl,3-methoxyphenyl, pyridin-4-yl, pyridin-3-yl, 5-methylpyridin-2-yl,6-methylpyridin-2-yl, quinolin-4-yl, 3-methyl-1H-pyrazol-1-yl,3,5-dimethyl-1H-pyrazol-1-yl, 4-trifluoromethylphenyl,3-trifluoromethylphenyl, 3,4-methylene-dioxyphenyl, 4-cyanophenyl,cyanophenyl, 4-(methylaminocarbonyl)phenyl, 1-oxidopyridin-4-yl,pyridin-2-yl, pyridin-3-yl, pyridin-4-yl, 4-methylpyridin-2-yl,5-methyl-pyridin-2-yl, 6-methylpyridin-2-yl, 6-methoxypyridin-2-yl,6-methoxypyridin-3-yl, 6-methylpyridin-3-yl, 6-ethylpyridin-3-yl,6-isopropylpyridin-3-yl, 6-cyclopropylpyridin-3-yl, 1-oxidopyridin-3-yl,1-oxidopyridin-2-yl, 3-cyanophenyl, 3-(methylaminocarbonyl)-phenyl,4-(morpholin-4-ylcarbonyl)-phenyl,5-(morpholin-4-ylcarbonyl)pyridin-2-yl,6-(morpholin-4-ylcarbonyl)pyridin-3-yl,4-(4-methylpiperazin-1-yl-carbonyl)phenyl, 6-(azetin-1-yl)pyridin-3-yl,5-cyanopyridin-2-yl, 6-cyanopyridin-3-yl,5-(methoxy-methyl)pyridin-2-yl, 5-(1-hydroxy-1-methylethyl)pyridin-2-yl,5-dimethylaminomethyl, 4-ethylaminocarbonylphenyl,4-isopropylaminocarbonylphenyl, 4-tert-butylamino-carbonylphenyl,4-dimethylaminocarbonyl-phenyl, 4-(azetidin-1-yl)carbonylphenyl,4-(pyrrolidin-1-yl)carbonylphenyl, 4-(morpholin-4-yl)carbonylphenyl,4-(dimethyl-aminocarbonyl)-2-methylphenyl,2-methyl-4-(methylamino-carbonyl)phenyl,3-methyl-4-(methylaminocarbonyl)phenyl,4-(dimethylaminocarbonyl)-3-methylphenyl,3-methyl-4-(pyrrolidin-1-ylcarbonyl)phenyl,4-(dimethylaminocarbonyl)-3-fluorophenyl,4-[(2,2,2-trifluoroethyl)aminocarbonyl]phenyl,3-fluoro-4-methylaminocarbonyl-phenyl,4-ethyl-aminocarbonyl-3-fluorophenyl, 3-methylaminocarbonylphenyl,3-dimethyl-aminocarbonylphenyl, 5-dimethylaminocarbonyl-2-methoxyphenyl,2-methoxy-5-methyl-aminocarbonylphenyl,3-(methylaminocarbonylamino)phenyl, 6-(morpholin-4-yl)-pyridin-3-yl,6-dimethylaminopyridin-3-yl, 6-isopropylaminopyrid-3-yl,6-(pyrrolidin-1-yl)pyridin-3-yl, 6-cyclopropylaminopyridin-3-yl,6-ethoxypyridin-3-yl, 6-(2-fluoroethoxy)pyridin-3-yl,6-(2,2-difluoroethoxy)pyridin-3-yl,6-(2,2,2-trifluoroethoxy)-pyridin-3-yl, 4-iodophenyl,5-(pyrrolidin-1-ylcarbonyl)-2-pyridyl,5-(morpholin-4-yl-carbonyl)-2-pyridyl,5-dimethylaminocarbonyl-2-pyridyl, 4-methylaminocarbonyl-aminophenyl,6-(1-hydroxy-1-methylethyl)pyridin-3-yl,4-(1-hydroxy-1-methylethyl)-phenyl, 4-(methoxymethyl)phenyl,3-fluoro-4-(methoxymethyl)phenyl, 4-(dimethyl-amino)phenyl,4-(dimethylamino)-3-fluorophenyl, 1H-indazol-5-yl,1-methyl-1H-indazol-5-yl, 2-methyl-1H-indazol-5-yl, 1,3-thiazol-2-yl,5-ethyl-1,3-thiazol-2-yl, 5-(methyl-aminocarbonyl)-1,3-thiazol-2-yl,1,3-thiazole-5-yl, 2-(methoxycarbonylamino)-1,3-thiazol-5-yl,2-isopropyl-1,3-thiazol-5-yl, 5-(pyridin-3-yl)-1,3-thiazol-2-yl,5-(morpholin-4-ylcarbonyl)-1,3-thiazol-2-yl,5-aminocarbonyl-1,3-thiazol-2-yl,5-dimethylaminocarbonyl-1,3-thiazol-2-yl,5-(pyrrolidin-1-ylcarbonyl)-1,3-thiazol-2-yl, 5-allyl-1,3-thiazol-2-yl,5-propyl-1,3-thiazol-2-yl, 5-ethylaminocarbonyl-1,3-thiazol-2-yl,5-phenyl-1,3-thiazol-2-yl, 5-methyl-1,3-thiazol-2-yl,5-hydroxymethyl-1,3-thiazol-2-yl,5-(1-hydroxy-1-methylethyl)-1,3-thiazol-2-yl,5-methoxy-methyl-1,3-thiazol-2-yl, 5-(2-pyridyl)-1,3-thiazol-2-yl,2-(pyrrolidin-1-yl)-1,3-thiazol-4-yl,2-(morpholin-4-yl)-1,3-thiazol-4-yl, 2-methyl-1,3-thiazol-5-yl,2-(1-hydroxy-1methylethyl)-1,3-thiazol-5-yl,2-(pyrrolidin-1-yl)-1,3-thiazol-5-yl, 2-ethoxy-1,3-thiazol-5-yl,2-ethyl-1,3-thiazol-5-yl, 2-(pyrrolidin-1-ylmethyl)-1,3-thiazol-5-yl,2-(morpholin-4-yl)-1,3-thiazol-5-yl, 2-methoxy-methyl-1,3-thiazol-5-yl,2-isobutyl-1,3-thiazol-5-yl, 2ethylaminocarbonyl-1,3-thiazol-5-yl,2-(pyrrolidin-1-ylcarbonyl)-1,3-thiazol-5-yl,2-(morpholin-4ylcarbonyl-1,3-thiazol-5-yl,2-(3-pyridyl)-1,3-thiazol-5-yl, 2-(2-pyridyl)-1,3-thiazol-5-yl,4-methyl-1,3-thiazol-2-yl, 1,3-benzo-thiazol-2-yl, pyrimidin-5-yl,pyrimidin-2-yl, pyridazin-4-yl, pyridazin-3-yl, pyrazin-2-yl, 2-yl,2-methoxypyrimidin-5-yl, 2-ethoxypyrimidin-5-yl,2-(2-fluoroethoxy)pyrimidin-5-yl, 2-methylpyrimidin-5-yl,2-ethylpyrimidin-5-yl, 2-isopropylpyrimidin-5-yl,2-cyclopropylpyrimidin-5-yl, pyrimidin-4-yl, 4-(pyrimidin-5-yl)phenyl,4-(1,3-oxazol-2-yl)phenyl, 4-(1H-imidazol-1-yl)phenyl,4-(morpholin-4-yl)phenyl, 5-(pyrazin-2-yl)pyridin-2-yl,4-(1-methyl-1H-imidazol-5-yl)phenyl,4-(4,6-dimethylpyrimidin-5-yl)phenyl, 6-bromopyridin-3-yl,5-bromopyridin-2-yl, 4′-(methylsulfonyl)biphenyl-4-yl,3′-(methylsulfonyl)biphenyl-4-yl, 3′-(methoxy-carbonyl)-biphenyl-4-yl,4-(2,3-dihydro-1,4-benzodioxin-6-yl)phenyl,4′-(dimethyl-amino)-biphenyl-4-yl, 4-(pyridin-3-yl)phenyl,4-(1H-pyrazol-4-yl)phenyl, 4-(3,3′-bipyridin-6-yl,4-(3,4′-bipyridin-6-yl, 5-(3-acetylphenyl)pyridin-2-yl,5-[3-(dimethyl-amino)phenyl]pyridin-2-yl,5-[3-(trifluoromethyl)phenyl]pyridin-2-yl,5-[4-(methyl-sulfonyl)phenyl]pyridin-2-yl,5-(4-methoxy-phenyl)pyridin-2-yl, 5-(3-methoxy-phenyl)-pyridin-2-yl,5-[3-(aminocarbonyl)-phenyl]pyridin-2-yl,5-(4-fluoro-phenyl)pyridin-2-yl, 5-(3,4-difluorophenyl)pyridin-2-yl,5-(3,5-dimethylisoxazol-4-yl)pyridin-2-yl,5-(1-methyl-1H-pyrazol-4-yl)pyridin-2-yl,5-(1H-pyrazol-4-yl)pyridin-2-yl, 5-(1-benzofuran-2-yl)pyridin-2-yl,5-(1,3-benzodioxol-5-yl)pyridin-2-yl, 5-(2-formyl-phenyl)pyridin-2-yl,4-(2′-formylbiphenyl-4-yl, 5-(1,3-oxazol-2-yl)pyridin-2-yl,6-(1,3-oxazol-2-yl)pyridin-3-yl, 4-(1,3-thizol-2-yl)phenyl,5-(1,3-thiazol-2-yl)pyridin-2-yl, 6-(1,3-thiazol-2-yl)pyridin-3-yl,6-(1H-imidazol-1-yl)pyridin-3-yl], 5-(1H-imidazol-1-yl)pyridin-2-yl,6-phenylpyridin-3-yl, 5-(pyrimidin-5-yl)pyridin-2-yl,5-(pyrimidin-2-yl)pyridin-2-yl, 5-(3-aminocarbonylphenyl)pyridin-2-yl,4-(1-methyl-1H-imidazol-4-yl)phenyl, 4-(1H-imidazol-4-yl)phenyl],5-[2-(hydroxymethyl)phenyl]pyridin-2-yl,2′-(hydroxymethyl)biphenyl-4-yl,5-{2-[(dimethylamino)methyl]phenyl}pyridin-2-yl,2′-[(dimethylamino)methyl]biphenyl-4-yl, 5-fluoromethylpyrazin-2-yl,5-difluoro-methyl-pyrazin-2-yl, 5-methylpyrazin-2-yl,2-methyl-pyrimidin-5-yl, 2-fluoromethyl-pyrimidin-5-yl,2-difluoromethylpyrimidin-5-yl, 2-trifluoro-methylpyrimidin-5-yl,2-cyclopropylpyrimidin-5-yl, isothiazol-5-yl, 3-methylisothiazol-5-yl,3-fluoromethyl-isothiazol-5-yl, 4-(dimethylamino-carbonyl)phenyl,4-(methylaminocarbonyl)-phenyl, 4-(morpholin-4-ylcarbonyl)phenyl,4-(piperidin-1-ylcarbonyl)phenyl,3-fluoro-4-(pyrrolidin-1-ylcarbonyl)phenyl,5-(pyrrolidin-1-yl-carbonyl)pyridin-2-yl,5-dimethyl-aminocarbonyl)pyridin-2-yl,5-(morpholin-4-yl-carbonyl)-pyridin-2-yl, quinolin-4-yl,6-methoxypyridin-3-yl, 6-(morpholin-4-yl)pyridin-3-yl,4-(dimethyl-aminomethyl)phenyl, 5-(dimethylaminomethyl)pyridin-2-yl,5-(dimethyl-aminocarbonyl)-pyridin-2-yl,4-[hydroxyl-(pyridin-3-yl)methyl]phenyl,6-[(hydroxy-(pyridin-3-yl)methyl]pyridin-3-yl,6-(dimethyl-aminocarbonyl)pyridin-3-yl,4-(4-hydroxypiperidin-1-ylcarbonyl)phenyl,4-(4-methoxy-piperidin-1-ylcarbonyl)phenyl,5-(4-methoxypiperidin-1-ylcarbonyl)-pyridin-2-yl,6-(4-methoxy-piperidin-1-ylcarbonyl)pyridin-3-yl, phenoxy, benzyloxy,2-thienyl, 5-(methoxy-methyl)-1,3-thiazol-2-yl,5-(morpholin-4-ylcarbonyl)-1,3-thiazol-2-yl,2-isopropyl-1,3-thiazol-5-yl, 2-(methoxymethyl)-1,3-thiazol-5-yl,5-(methoxymethyl)-1,3-thiazol-2-yl, 4-(pyrimidin-2-yl)phenyl,4-(pyrimidin-4-yl)phenyl, and 5-(methoxymethyl)pyridin-2-yl.

In some embodiments, R¹ is aryl or heteroaryl, each substituted with 0-3R^(1a).

In some embodiments, R¹ is aryl or heteroaryl, each substituted, with0-3 R^(1a).

In some embodiments, R¹ is phenyl, pyridyl, pyrimidinyl, pyridazinyl, orthiazolyl, each substituted with 0-2 R^(1a).

In some embodiments, R¹ is aryl or heteroaryl, each substituted with 0-3R^(1a) alkyl, alkoxy, alkoxyalkyl, hydroxyalkyl, mono- or di-substitutedaminoalkyl, aminocarbonyl, mono- or di-substituted aminocarbonyl, cyclicaminocarbonyl, alkylcarbonyl, formyl, carboxylic acid, carbamate, mono-or di-substituted carbamate, R^(1b)-aryl or R^(1b)-heteroaryl.

In some embodiments, R¹ is aryl or heteroaryl, each substituted with 0-1R^(1b)aryl or R^(1b)-heteroaryl.

In some embodiments, R¹ is aryl or heteroaryl, each substituted withphenyl, pyridyl, pyrimidinyl, oxazolyl, thiazolyl, or imidazolyl.

In some embodiments, R¹ is heteroaryl substituted with phenyl, pyridyl,pyrimidinyl, oxazolyl, thiazolyl, or imidazolyl.

In some embodiments, the R² group can be selected fro H, amino, mono- ordi-substituted amino, OH, carboxyl, esterified carboxyl, carboxamide,N(C₁-C₅)-monosusbstituted carboxamide, and N(C₁-C₅),N(C₁-C₅)-disubstituted carboxamide, cyano, (C₁-C₈)alkyl,(C₂-C₈)-alkenyl, (C₂-C₈)alkynyl, (C₅-C₇)-cycloalkyl,(C₅-C₇)-cycloalkenyl, alkoxy, alkoxyalkyl, thioalkyl, mono-, di- ortrihaloalkyl, halogen, aryl or heteroaryl.

In some embodiments, R² is H or OH.

In some embodiments, R² is OH.

In some embodiments, R¹ is aryl or heteroaryl, each substituted with 0-1R^(1b)-aryl or R^(1b)-heteroaryl; and R² is OH.

In some embodiments, the R³ and R⁴ group susbtituents can beindependently selected form the group consisting of: H, amino, OH,(C₁-C₈)alkyl, halo(C₁-C₅)alkyl, dihalo(C₁-C₅)alkyl, trihalo(C₁-C₅)alkyl,(C₂-C₈)alkenyl, (C₂-C₈)alkynyl, aryl, heteroaryl, arylalkyl,heteroarylalkyl, (C₁-C₅)alkoxy and thio(C₁-C₅)alkyl.

In some embodiments, R³ and R⁴ are both H.

In some embodiments, the R⁵ substituent can be independently selectedfrom hydrogen, (C₁-C₈)alkyl, formyl; and when R⁵ is alkyl, the nitrogenmay optionally be in the N-oxide form.

In some embodiments, R⁵ is H.

In some embodiments, the R⁶ and R⁷ substituents are each independentlyselected from the group consisting of H, C₁-C₁₀ alkyl, optionally C₁-C₁₀alkyl can be interrupted by oxygen, nitrogen or sulfur, carbocycle,heterocycle, alkoxy, mono-, di- or tri-haloalkyl, mono-, di- ortri-haloalkoxy, cycloalkoxy, heterocycloalkoxy, aryloxy, heteroaryloxy,arylalkoxy, heteroarylalkoxy, aryloxyalkyl, heteroaryloxyalkyl,arylalkoxyalkyl or heteroarylalkoxyalkyl; aryl, heteroaryl, arylalkyl,heteroarylalkyl, hydroxyalkyl, alkoxyalkyl, cycloalkyloxyalkyl,heterocycloalkyloxyalkyl, aminoalkyl, mono- or di-substitutedaminoalkyl, arylaminoalkyl, heteroarylaminoalkyl, alkylthioalkyl,cycloalkylthioalkyl, heterocycloalkylthioalkyl, arylthioalkyl,heteroarylthioalkyl, alkylsulfonylalkyl, cycloalkylsulfonylalkyl,heterocycloalkylsulfonylalkyl, arylsulfonylalkyl,heteroarylsulfonylalkyl, aminocarbonyl, mono- or di-substitutedaminocarbonyl, aminocarbonylalkyl, mono- or di-substitutedaminocarbonylalkyl, alkylcarbonylalkyl, cycloalkylcarbonylalkyl,heterocycloalk6ylcarbonylalkyl, alkylcarbonylaminoalkyl,arylcarbonylaminoalkyl, heteroarylcarbonylaminoalkyl,arylsulfonylaminoalkyl, and heteroarylsulfonylaminoalkyl. Specificexamples of R⁶ and R⁷ substituents are the same as those defined for R¹above.

In some embodiments, R⁶ and R⁷ are independently selected from H, C₁-C₁₀alkyl, hydroxyalkyl, and alkoxyalkyl.

In some embodiments, one of R⁶ and R⁷ is H and the other is H, C₁-C₁₀alkyl, hydroxyalkyl, or alkoxyalkyl.

In some embodiments, R⁶ and R⁷ are both H.

In some embodiments, the R⁸ and R⁹ substituents are independentlyselected from the group consisting of H, OH, amino, (C₁-C₈)-alkyl,arylalkyl, heteroarylalkyl, aryl, heteroaryl, (C₁-C₈)-alkoxy,(C₂-C₈)-alkenyl, (C₂-C₈)-alkynyl, (C₁-C₈)alkoxyalkyl, mono(C₁-C₈)- ordi(C₁-C₈)-substituted amino, a carbocycle, and a heterocycle. When R⁸and R⁹ are cyclized to form a 3-7 membered carbocycle or heterocycle,such groups can be, for example, cyclopropyl. cyclobutyl, cyclopentyl,cyclohexyl, cyclopentyl, isoxazolyl thiazolyl, dihydrooxazolyl, pyridyl,pyrimidyl, or imidazolyl.

In some embodiments, R⁸ and R⁹ are both H.

In some embodiments, r is 0, 1, 2, or 3. In further embodiments, r is 1.

In some embodiments:

X is a bond, heterocycle, mono or poly substituted heterocycle,heteroaryl, mono or poly substituted heteroaryl, or (CR⁸R⁹)_(n), whereinn=0-3;

Y is a bond or -alkyl-O-alkyl-;

Z is aryl or heteroaryl, each substituted with 0-3 R¹⁰ substituents;

R¹ is aryl or heteroaryl, each substituted with 0-3 R¹⁸;

R² is H or OH;

R³ and R⁴ are both H;

R⁵ is hydrogen, alkyl, or formyl;

R⁶ and R⁷ is H, C₁-C₁₀ alkyl, hydroxyalkyl, or alkoxyalkyl;

R⁸ and R⁹ both H; and

r is 1.

In some embodiments:

—X—Y— is —(CR⁸R⁹)_(n)—NH—CO—, -alkyl-O-alkyl-, heterocycle, orheteroaryl;

Z is aryl or heteroaryl, each substituted with 0-3 R¹⁰ substituents;

R¹ is aryl or heteroaryl, each substituted with 0-3 R¹⁸;

R² is H or OH;

R³ and R⁴ are both H;

R⁵ is hydrogen;

R⁶ and R⁷ are both H;

R⁸ and R⁹ both H; and

r is 1.

In some embodiments:

—X—Y— is —CH₂—NH—CO—;

Z is phenyl, pyridyl or pyrimidinyl, each substituted with at least onemono-, di- or tri-haloalkyl;

R¹ is aryl or heteroaryl, each substituted with phenyl, pyridyl,pyrimidinyl, oxazolyl, thiazolyl, or imidazolyl;

R² is OH;

R³ and R⁴ are both H;

R⁵ is hydrogen;

R⁶ and R⁷ are both H

R⁸ and R⁹ both H; and

r is 1.

In some embodiments;

—X—Y— is —CH₂—NH—CO—;

Z is phenyl substituted with at least one mono-, di- or tri-haloalkyl;

R¹ is heteroaryl substituted with pyridyl, pyrimidinyl, oxazolyl,thiazolyl, or imidazolyl;

R² is OH;

R³ and R⁴ are both H;

R⁵ is hydrogen;

R⁶ and R⁷ are both H; R⁸ and R⁹ both H; and

r is 1.

At various places is the present specification, substituents ofcompounds of the invention are disclosed in groups or in ranges. It isspecifically intended that the invention include each and everyindividual subcombination of the members of such groups and ranges. Forexample, the term “C₁₋₆ alkyl” is specifically intended to individuallydisclose methyl, ethyl, C₃ alkyl, C₄ alkyl, C₅ alkyl, and C₆ alkyl.

For compounds of the invention in which a variable appears more thanonce, each variable can be a different moiety selected from the Markushgroup defining the variable. For example, where a structure is describedhaving two R groups that are simultaneously present on the samecompound; the two R groups can represent different moieties selectedfrom the Markush group defined for R.

It is further appreciated that certain features of the invention, whichare, for clarity, described in the context of separate embodiments, canalso be provided in combination in a single embodiment. Conversely,various features of the invention which are, for brevity, described inthe context of a single embodiment, can also be provided separately orin any suitable subcombination.

The term aryl groups is intended to include aromatic carbocylic groupssuch as phenyl, biphenylyl, indenyl, naphthyl as well as aromaticcarbocycles fued to a heterocycle such as benzothienyl, benzofuranyl,indolyl, quinolinyl, benzothiazole, benzooxazole, benzimidazole,isoquinolinyl, isoindolyl, benzotriazole, indazole, and acridinyl.

The term heteroaryl is intended to include mono- and poly-cyclicaromatic rings containing from 3 to 20, preferably from 4 to 10 ringatoms, at least one of which is a heteroatom such as oxygen, sulphur,phosphorus or nitrogen. Examples of such groups include furyl, thienyl,pyrrolyl, imidazolyl, triazolyl, thiazolyl, tetrazolyl, oxazolyl,isoxazolyl, pyrazolyl, pyridyl, pyrimidinyl, pyrazinyl, pyridazinyl,triazinyl, quinolinyl, iosquinolinyl, quinoxalinyl, benzthiazolyl,benzoxazolyl, benzothienyl or benzofuryl.

The terms “cyclic alkyl,” “cycloalkyl,” and “carbocycle” are usedinterchangably herein to refer to non-aromatic, cyclized hydrocarbons(mono and polycyclic) such as cyclized alkyl, alkenyl, or alkynylgroups. In some embodiments, the cycloalkyl group is C₃₋₁₄, C₃₋₁₀, C₃₋₈,C₃₋₇, C₃₋₆, or C₃₋₅. In some embodiments, cycloalkyl moieties each havefrom 3 to 14, from 3 to 10, or from 3 to 7 ring-forming carbon atoms. Insome embodiments, the cycloalkyl group has 0, 1, or 2 double or triplebonds. Examples of cycloalkyl groups include cyclopropyl, cyclobutyl,cyclopentyl, cyclohexyl, cycloheptyl, cyclopentenyl, etc. In the presentapplication, cycloalkyl is also intended to include bridged cyclichydrocarbons such as adamantyl groups and the like.

Heterocycles are non-aromatic carbocyclic rings (mono or polycyclic)which include one or more heteroatoms such as nitrogen, oxygen or sulfurin the ring. In some embodiments, the ring can be three, four, five,six, seven or eight-membered. In some embodiments, the heterocyclecontains 1, 2, or 3 heteroatoms. Heterocycles can be saturated orunsaturated. In some embodiments, heterocycles contain 0, 1 or 2 doublebonds or triple bonds. Ring-forming carbon atoms and heteroatoms canalso bear oxo or sulfide substituents (e.g., CO, CS, SO, SO₂, NO, etc.). Examples of heterocycles include tetrahydrofuranyl,tetrahydrothiophenyl, morpholino, thiomorpholino, azetidiny,pyrrolidinyl, piperazinyl, piperidinyl, pyrane, dioxane, andthiazolidinyl.

Additionally, when the heteroaryl or heterocyclic groups are nitrogencontaining heterocycles, the nitrogen may be modified to exist in theform of the N→O (N oxides) and such oxides are intended to be includedwithin the scope of the instant invention. In the cases of sulfurcontaining heterocycles, the sulfur oxides are also intended to beincluded within the scope of the present invention.

Monosubstituted aryl refers to an aryl group having one substituent.Poly substituted aryl refers to aryl having 2 or more substitutents(such as 2-4 substituents). Monosubstituted heteroaryl refers to aheteroaryl group having one substituent. Polysubstituted heteroarylrefers to heteroaryl having 2 or more substitutents (such as 2-4substituents). Monosubstituted cycloalkyl (or carbocycle) refers to acycloalkyl group having one substituent. Polysubstituted cycloalkyl (orcarbocycle) refers to cycloalkyl having 2 or more substitutents (such as2-4 substituents). Monosubstituted heterocycle refers to a heterocyclehaving one substituent. Polysubstituted heterocycle refers toheterocycle having 2 or more substitutents (such as 2-4 substituents).

The substituents on the aryl groups, arylalkyl groups, heteroarylgroups, heteroarylalkyl groups, carbocycle (cycloalkyl) groups andheterocyclic groups of the invention can be selected from the groupconsisting of halogen, alkyl alkoxy, monohaloalkoxy, dihaloalkoxy,trihaloalkoxy, thioalkyl and monohaloalkyl, dihaloalkyl, trihaloalkyl,nitro, amino, carboxyl, esterified carboxyl, carboxamide,thiocarboxamido and cyano. More in particular, the substituents can alsobe selected from the group consisting of trifluoromethyl, C₁₋₄ alkyl,halo, trifluoromethoxy, fluoromethoxy, difluoromethoxy, C₁₋₅ alkoxy,C₁₋₅ alkanoyl, C₁₋₅ alkanoyloxy, C₁₋₅ alkylamino, di(C₁₋₅ alkyl)-amino,C₁₋₅ alkanoylamino, nitro, carboxy, carbamoyl, C₁₋₅ alkoxycarbonyl,thiol, C₁₋₅, sulphon-amido, carbamoyl C₁₋₅ alkyl, N—(C₁₋₅alkyl)carbamoyl C₁₋₅ alkyl, N—(C₁₋₅ alkyl)₂ carbamoyl- C₁₋₅ alkyl,hydroxy C₁₋₅ alkyl, and C₁₋₅ alkoxy C₁₋₄ alkyl.

The terms halo or halogen, by themselves or as part of anothersubstituent, mean, unless otherwise stated, a fluorine, chlorine,bromine, or iodine. Similarly, terms such as haloalkyl, are meant toinclude monohaloalkyl and polyhaloalkyl. For example, the termhaloalkyl, such as halo(C₁-C₄)alkyl, is meant to includetrifluoromethyl, 2,2,2-trifluoroethyl, 4-chlorobutyl, 3-bromopropyl, andthe like.

The term alkyl when used either alone or as a suffix includes straightchain and branched structures such as primary alkyl groups, secondaryalkyl groups and tertiary alkyl groups. These groups may contain up to15, preferably up to 8 and more preferably up to 4 carbon atoms. In someembodiments, the alkyl group is C₁₋₁₀, C₁₋₈, C₁₋₆, C₁₋₅, C₁₋₄, or C₁₋₃.Examples of alkyl radicals include groups such as methyl, ethyl,n-propyl, isopropyl, n-butyl, t-butyl, isobutyl, and sec-butyl.Similarly the terms alkenyl and alkynyl refer to unsaturated straight orbranched structures containing for example from 2 to 12, preferably from2 to 6 carbon atoms. In some embodiments, the alkenyl or alkynyl groupis C₂₋₁₀, C₂₋₈, C₂₋₆, C₂₋₅, C₂₋₄, or C₂₋₃. Examples of alkenyl andalkynyl groups include vinyl, 2-propenyl, crotyl, 2-isopentenyl,2-(butadienyl), 2,4-pentadienyl, 3-(1,4-pentadienyl), ethynyl, 1- and3-propynyl, 3-butynyl, and the higher homologs and isomers.

Aralkyl or arylalkyl is meant to refer to an alkyl group substituted byan aryl group. An example arylalkyl group is benzyl. Arylalkenyl refersto an alkenyl group substituted by aryl. Arylalkynyl refers to analkynyl group substituted by an aryl group. Heteroarylalkyl is meant torefer to an alkyl group substituted by heteroaryl. Heteroarylalkenylrefers to an akenyl group substituted by a heteroaryl. Heteroarylalkynylrefers to an alkynyl group substituted by heteroaryl. Heterocycloalkylor heterocyclicalkyl is meant to refer to an alkyl group substituted bya heterocycle. Cycloalkylalkyl or cyclic alkyl alkyl is meant to referto an alkyl group substituted by a cycloalkyl group. Examples ofcycloalkylalkyl groups include (cyclohexyl)methyl, cyclopropylmethyl,and the like.

The terms alkoxy, alkylamino and alkylthio (or thioalkoxy) are used intheir conventional sense, and refer to those alkyl groups attached tothe remainder of the molecule via an oxygen atom, an amino group, or asulfur atom, respectively. Therefore, terms such as alkoxy and thioalkylcomprise alkyl moieties as defined above, attached to the appropriatefunctionality.

other suitable substituents which can be used in the many carbon ringsof the present invention such as cycloaliphatic, aromatic, non-aromaticheterocyclic ring or benzyl group include, for example, —OH, halogen(—Br, —Cl, —I and —F) -O(aliphatic, substituted aliphatic, benzyl,substituted benzyl, phenyl, substituted phenyl, aromatic or substitutedaromatic group), —CN, —NO₂, —COOH, —NH₂, —NH(aliphatic group,substituted aliphatic, benzyl, substituted benzyl, phenyl, substitutedphenyl, aromatic or substituted aromatic group), —N(aliphatic group,substituted aliphatic, benzyl, substituted benzyl, phenyl, substitutedphenyl, aromatic or substituted aromatic group)₂, —COO(aliphatic group,substituted aliphatic, benzyl, substituted benzyl, phenyl, substitutedphenyl, aromatic or substituted aromatic group), —CONH₂,—CONH(aliphatic, substituted aliphatic group, benxyl, substitutedbenzyl, phenyl, substituted phenyl, aromatic or substituted aromaticgroup)), —SH, —S(aliphatic, substituted aliphatic, benzyl, substitutedbenzyl, phenyl, substituted phenyl, aromatic or substituted aromaticgroup) and —NH—C═NH)—NH₂. A substituted non-aromatic heterocyclic ring,benzylic group or aromatic group can also have an aliphatic orsubstituted aliphatic group as a substituent. A substituted alkyl oraliphatic group can also have a non-aromatic heterocyclic ring, benzyl,substituted benzyl, aromatic or substituted aromatic group as asubstituent. A substituted non-aromatic heterocyclic ring can also have═O, ═S, ═NH or ═N(aliphatic, aromatic, substituted non-aromaticheterocyclic ring or substituted benzyl group can have more than onesubstituent.

For bivalent moieties such as X and Y, the term “amide bond” refers to—NHCO—; the term “thiamide bond” refers to —NHCS—; the term“sulfonamide” refers to —NHSO₂—; the term “ketone” refers to —OC—; theterm “oxime” refers to —C(═N—OH)—; and the term “urea” refers to—NHCONH—.

“Cyclic alkoxy” refers to —O-(cycloalkyl). “Heterocyclic alkoxy” refersto —O-(heterocycle). “Alkoxyalkyl” refers to alkyl substituted byalkoxy. “Cyclicalkoxyalkyl” refers to alkyl substituted by—O-(cycloalkyl). “Heterocyclic alkoxy alkyl” refers to alkyl substitutedby —O-(heterocycle. “Alkylthioalkyl” refers to alkyl substituted bythioalkyl. “Cyclic alkyl thioalkyl” refers to alkyl substituted by—S-(cycloalkyl). “Heterocyclic alkyl thioalkyl” refers to alkylsubstituted by —S-(heterocycle). “Mono- or di-substituted amino” refersto —NH₂ wherein either one (e.g., mono) or both (e.g., di) hydrogens arereplaced with a substituent such as C₁₋₈ alkyl, OH, CO—(C₁₋₄ alkyl),etc. “Mono- or di-substituted aminoalkyl” refers to alkyl substituted bymono or di-substituted amino. “Esterified carboxyl” refers to COOH wherethe hydrogen atom is replaced by a substituent such as C₁₋₈ alkyl,carbocycle, heterocycle, aryl or heteroaryl. “Carboxamido” refers to—CONH₂. “Mono or di-substituted carboxamide” refers to —CONH₂ wereineither one (e.g., mono) or both (e.g., di) hydrogens are replaced with asubstituent such as C₁₋₈ alkyl, OH, CO—(C₁₋₄ alkyl), etc. “Carbamate”refers to —OCONH₂ and “mono or di-substituted carbamate ” refers to—OCONH₂ where either one (e.g., mono) or both (e.g., di) hydrogens arereplaced with a substituent such as C₁₋₈ alkyl, OH, CO—(C₁₋₄ alkyl),etc. “Sulfonamide” refers to —SO₂NH₂ and “mono or di-substitutedsulfonamide” refers to —SO₂NH₂ wherein either one (e.g., mono) or both(e.g., di) hydrogens are replaced with a substituent such as C₁₋₈ alkyl,OH, CO—(C₁₋₄ alkyl), etc. “Alkylsulfonyl” refers to —SO₂-(alkyl).“Cyclic alkylsulfonyl” refers to —SO₂-(carbocycle). “Hetercyclicsulfonyl” refers to —SO₂-(heterocycle). “Aryl sulfonyl” refers to—SO₂-(aryl). “Heteroaryl sulfonyl” refers to —SO₂-(heteroaryl).“Alkylcarbonyl” refers to —CO-(alkyl). “Cyclic alkylcarbonyl” refers to—CO-(cycloalkyl). “Heterocyclic alkylcarbonyl” refers to—CO-(heterocycle). “Arylcarbonyl” refers to —CO-(aryl).“Heteroarylcarbonyl” refers to —CO-(heteroaryl). “Thiocarboxamido”refers to —CSNH₂. “Arylaminocarbonyl” refers to —CO—NH-(aryl).“Heteroarylaminocarbonyl” refers to —CO—NH-(heteroaryl).“Arylcarboxamido” refers to —CO—NH-(aryl). “Heteroarylcarboxamido”refers to —CO—NH-(heteroaryl). “Arylureido” referst to ureidosubstituted by aryl. “Heteroarylureido” refers to ureido substituted byheteroaryl. “Aryloxy” refers to —O-(aryl). “Heteroaryloxy” refers to—O-(heteroaryl). “Arylalkoxy” refers to alkoxy substituted by aryl.“Heteroarylalkoxy” refers to alkoxy substituted by heteroaryl.“Arylamino” refers to —NH-(aryl). “Heteroarylamino” refers to—NH-(heteroaryl). “Hydroxylalkyl” refers to alkyl substituted byhydroxyl (OH). “Aminocarbonylalkyl” refers to alkyl substituted byaminocarbonyl. “Mono- or di-substituted aminocarbonlyalkyl” refers toalkyl substituted by mono- or di-substituted aminocarbonyl.“Alkylcarbonlyalkyl” refers to alkyl substituted by alkylcarbonyl.“Cycloalkylcarbonylalkyl” refers to alkyl substituted by—CO-(cycloalkyl). “Heterocycloalkylcarbonylalkyl” refers to alkylsubstituted by —CO-(heterocyle). “Alkylcarbonylaminoalkyl” refers toalkyl substituted by —NH—CO-(alkyl). “Cycloalkylcarbonylaminoalkyl”refers to alkyl substituted by —NH—CO-(cycloalkyl).“Heterocycloalkylcarbonylaminoalkyl” refers to alkyl substituted by—NH—CO-(heterocycle). “Arylcarbonylaminoalkyl” refers to alkylsubstituted by —NH—CO-(aryl). “Heteroarylcarbonylaminoalkyl” refers toalkyl substituted by —NH—CO-(heteroaryl). “Arylsulfonylaminoalkyl”refers to alkyl substituted by —NH—SO₂-(aryl).“Heteroaylsulfonylaminoalkyl” refers to alkyl substituted by—NH—SO₂-(heteroaryl).

“Spirocycle” refers to a cycloalkyl group sharing one of itsring-forming atoms with another cycloalkyl or heterocyclyl group.“Spiroheterocycle” refers to a heterocycle group sharing one of itsring-forming atoms with another cycloalkyl or heterocyclyl group.

The phrase “optionally R³ and R⁴ can be cyclized to form a bridgedbicyclic system having a methylene group or an ethylene group or aheteroatom selected form the group consisting of N, O and S” refers towhen R³ and R⁴, residing on different atoms, together form a divalentbridging moiety such as, for example, methylene, ethylene, NH, O, S,methylene-O, methyiene-S, or methylene-NH.

Unless otherwise indicated, the compounds provided in the above formulaare meant to include pharmaceutically acceptable salts, prodrugsthereof, enantiomers, diastereomers, racemic mixtures thereof,crystalline forms, non-crystalline forms, amorphous forms thereof andsolvates thereof.

The term “pharmaceutically acceptable salts” is meant to include saltsof the active compounds which are prepared with relatively nontoxicacids or bases, depending on the particular substituents found on thecompounds described herein. When compounds of the present inventioncontain relatively acidic functionalities, base addition salts can beobtained by contacting the neutral form of such compounds with asufficient amount of the desired base, either neat or in a suitableinert solvent. Examples of pharmaceutically acceptable base additionsalts include sodium, potassium, calcium, ammonium, organic amino, ormagnesium salt, or a similar salt. When compounds of the presentinvention contain relatively basic functionalities, acid addition saltscan be obtained by contacting the neutral form of such compounds with asufficient amount of the desired acid, either neat or in a suitableinert solvent. Examples of pharmaceutically acceptable acid additionsalts include those derived from inorganic acids like hydrochloric,hydrobromic, nitric, carbonic, phosphoric, partially neutralizedphosphoric acids, sulfuric, partially neutralized sulfuric, hydroiodic,or phosphorous acids and the like, as well as the salts derived fromrelatively nontoxic organic acids like acetic, propionic, isobutyric,maleic, malonic, benzoic, succinic, suberic, fumaric, mandelic,phthalic, benzenesulfonic, p-tolylsulfonic, citric, tartaric,methanesulfonic, and the like. Also included are salts of amino acidssuch as arginate and the like, and salts of organic acids likeglucuronic or galactunoric acids and the like. Certain specificcompounds of the present invention may contain both basic and acidicfunctionalities that allow the compounds to be converted into eitherbase or acid addition salts. Lists of suitable salts are found inRemington's Pharmaceutical Sciences, 17th ed., Mack Publishing Company,Easton, Pa., 1985, p. 1418 and Journal of Pharmaceutical Science, 66, 2(1977), each of which is incorporated herein by reference in itsentirety.

The neutral forms of the compounds of the present invention may beregenerated by contacting the salt with a base or acid and isolating theparent compound in the conventional manner. The parent form of thecompound differs from the various salt forms in certain physicalproperties, such as solubility in polar solvents, but otherwise thesalts are equivalent to the parent form of the compound for the purposesof the present invention.

As noted above, some of the compounds of the present invention possesschiral or asymmetric carbon atoms (optical centers) or double bonds; theracemates, diastereomers, geometric isomers and individual opticalisomers are all intended to be encompassed within the scope of thepresent invention.

Some of the compounds of formula I or II can exist in unsolvated formsas well as solvated forms, including hydrated forms. In general, thesolvated forms are equivalent to unsolvated forms and are intended to beencompassed within the scope of the present invention. Certain compoundsof the present invention may exist in multiple crystalline or amorphousforms. In general, all physical forms are substantially equivalent forthe uses contemplated by the present invention and are intended to bewithin the scope of the present invention.

In addition to salt forms, the present invention provides compounds thatmay be in a prodrug form. Prodrugs of the compounds described herein arethose compounds that readily undergo chemical changes underphysiological conditions to provide the compounds of the presentinvention. Additionally, prodrugs can be converted to the compounds ofthe present invention by chemical or biochemical methods in an ex-vivoenvironment. For example, prodrugs can be slowly converted to thecompounds of the present invention when placed in a transdermal patchreservoir with a suitable enzyme or chemical reagent. Prodrugs can beprepared by modifying functional groups present in the compounds in sucha way that the modifications are cleaved, either in routine manipulationor in vivo, to the parent compounds. Prodrugs include compounds whereinhydroxyl, amino, sulfhydryl, or carboxyl groups are bonded to any groupthat, when administered to a mammalian subject, cleaves to form a freehydroxyl, amino, sulfhydryl, or carboxyl group respectively. Examples ofprodrugs include, but are not limited to, acetate, formate and benzoatederivatives of alcohol and amine functional groups in the compounds ofthe invention. Preparation and use of prodrugs is discussed in T.Higuchi and V. Stella, “Pro-drugs as Novel Delivery Systems,” Vol. 14 ofthe A.C.S. Symposium Series, and in Bioreversible Carriers in DrugDesign, ed. Edward B. Roche, American Pharmaceutical Association andPergamon Press, 1987, both of which are hereby incorporated by referencein their entirety.

Compounds of the invention, including salts, hydrates, and solvatesthereof, can be prepared using known organic synthesis techniques andcan be synthesized according to any of numerous possible syntheticroutes.

The reactions for preparing compounds of the invention can be carriedout in suitable solvents which can be readily selected by one of skillin the art of organic synthesis. Suitable solvents can be substantiallynonreactive with the starting materials (reactants), the intermediates,or products at the temperatures at which the reactions are carried out,e.g., temperatures which can range from the solvent's freezingtemperature to the solvent's boiling temperature. A given reaction canbe carried out in one solvent or a mixture of more than one solvent.Depending on the particular reaction step, suitable solvents for aparticular reaction step can be selected.

Preparation of compounds of the invention can involve the protection anddeprotection of various chemical groups. The need for protection anddeprotection, and the selection of appropriate protecting groups can bereadily determined by one skilled in the art. The chemistry ofprotecting groups can be found, for example, in T. W. Greene and P. G.M. Wuts, Protective Groups in Organic Synthesis, 3rd. Ed., Wiley & Sons,Inc., New York (1999), which is incorporated herein by reference in itsentirety.

Reactions can be monitored according to any suitable method known in theart. For example, product formation can be monitored by spectroscopicmeans, such as nuclear magnetic resonance spectroscopy (e.g., ¹H or ¹³C)infrared spectroscopy, spectrophotometry (e.g., UV-visible), or massspectrometry, or by chromatography such as high performance liquidchromatography (HPLC) or thin layer chromatography.

A variety of 4,4-disubstituted cyclohexanone derivatives can besynthesized using the protocols described in Schemes 1. Compounds offormula 1-2 can be prepared by addition of arylMgX or ArX/BuLi to1,4-cyclohexanedione 1-1. Alternatively, compounds of formula 1-2 can beprepared by treatment of 1,4-cyclohexanedione mono-ethylene ketal 1-3with arylMgX, ArX/BuLi or heteroarylH/lithium tetramethylpiperidinefollowed by converting the ketal in 1-4 to a ketone using an acid suchas HCl in aqueous solution.

4-Arylcyclohexanone derivatives of formula 2-3 can be synthesizedfollowing the procedures shown in Scheme 2. The intermediate 1-4 issubjected to a treatment with a dehydrating agent such as thionylchloride/pyridine followed by reduction of the resulting olefin byhydrogenation using a catalyst such as Pd—C or PtO₂. Conversion of theketal in 2-2 by treatment with an acid provides the ketones of formula2-3.

Alternatively, compounds of formula 2-3 can be synthesized according toScheme 3. Reduction of ketone 1-3 using a reducing agent such as sodiumborhydride produces the alcohol 3-1 which is converted to a mesylate 3-2by treating with methanesulfonyl chloride. Displacement of the mesylate3-2 with a heterocycle such as pyrazole, imidazole, triazole ortetrazole provides the intermediate 2-2 which is converted to compoundsof formula 2-3 by treatment with an acid such as HCl.

Ar=substituted pyrazole, imidazole, triazole or tetrazole

Introduction of a substituent on the aromatic ring in ketones of formula1-2 or 2-3 can be accomplished starting from the ketal intermediate 1-4or 2-2 using the methods described in Schemes 4-8. When the aromaticring in 1-4 or 2-2 bears a cyano group, the ketal 4-1 is subjected to ahydrolysis using a base such as sodium or potassium hydroxide to givethe carboxylic acid 4-2. Coupling of 4-2 with an amine using a couplingagent such as BOP provides the amide 4-3. Treatment of 4-3 with an acidsuch as HCl affords the ketones of formula 4-4.

When the aromatic ring in the ketal intermediate 1-4 or 2-2 bears ahalide such as bromo or iodo, the halide can be transformed to asubstitutent using the procedures described in Scheme 5. Treatment of5-1 with butyl lithium followed by quenching with an electrophile suchas alkyl halide, aldehyde, ketone, chloroformate, or carbonate providesthe R-substituted ketal 5-2. Suzuki coupling of 5-1 with a boronic acidArB(OH)₂ (Ar=aryl or heteroaryl) or coupling of 5-1 with ArZnCl whichcan be generated in situ by treating ArX (X═Br, I) with butyl lithiumfollowed by quenching, with zinc chloride or treating 5-1 with iPrMgClfollowed by coupling with ArX (X—Br, I) in the presence of a catalystsuch as Ni(CH₃COCH(OH)CH₃)₂-1,2bis(diphenylphosphino)ethane provides theAr-substituted ketal intermediate 5-4. Treatment of 5-2 and 5-4 with anacid affords their corresponding ketones 5-3 and 5-5.

Alternatively, ketones of formula 5-5 can be obtained using the protocoldepicted in Scheme 6. Following conversion of 5-1 to a boronic acidester, the resulting boronic acid ester 6-1 is coupled with ArX (X═Br,I) using a palladium catalyst such as Pd(PPh₃)₄ to give theAr-substituted ketal 5-4 from which ketones of formula 5-5 are obtainedby treatment with an acid such as HCl.

When the Ar group in ketones of formula 1-2 or 2-3 is a 2-thiazoleresidue, introduction of a substituent at the 5-position on the thiazole7-1 with butyl lithium followed by quenching with 1,4-cyclohexanedionemono-ethylene ketal 1-3 gives rise to the teritiary alcohol 7-2.Treatment of 7-2 with butyl lithium followed by quenching the anion 7-3with an electrophile such as alkyl halide, aldehyde, ketone,chloroformate or carbonate produces the ketal 7-4 with an R substituentat the 5-position on thiazole. Alternatively, the anion 7-3 can bequenched with zinc chloride and the resulting intermediate is coupledwith ArX (X═Br, I) using a palladium catalyst such as PdCl₂(PPh₃)₂ togive the ketal 7-6 with an Ar residue at the 5-position on thiazole.Ketals 7-4 and 7-6 are then converted to their corresponding ketones offormula 7-5 and 7-7 by treatment with an acid such as HCl.

When the Ar group in ketones of formula 1-2 or 2-3 is a 5-thiazoleresidue, introduction of a substituent at the 2-trimethylsilyl protectedthiazole 8-1 followed by quenching with 1-3 gives rise to theintermediate 8-2. Following removal of the trimethylsilyl group usingTBAF, lithiation of 8-3 followed by quenching with an electrophile suchas alkylhalide, aldehyde, ketone, isocyanate, chloroformate or carbonateprovides the 5-R-substituted thiazole derivative 8-4. Treatment of 8-4with an acid such as HCl affords the ketones of formula 8-5.

A variety of 3-aminopyrrolidine intermediates can be prepared as shownin Schemes 6-17. Coupling of a carboxylic acid of formula 9-1 with acommercially available pyrrolidine derivative of formula 9-2 using acoupling agent such as BOP gives rise to the amide 9-3. Removal of theprotecting group P (P=Boc, benzyl or Cbz) using an acid such as TFA orHCl or by hydrogenation using a palladium catalyst provides thepyrrolidine intermediates of formula 9-4.

4-Amino-2-methylpyrrolidine derivatives of formula 10-8 can be preparedusing the sequence described in Scheme 10. Following Boc protection atthe amine and TBS protection at the hydroxyl oftrans-4-hydroxy-L-proline methyl ester 10-1, the ester in 10-2 isreduced to an alcohol and the resulting alcohol is converted to atosylate. Detosylation in 10-3 can be achieved by reduction usinglithium triethylborohydride (LiEt₃BH). The resulting intermediate 10-4is subjected to a deprotection using an acid such as HCL to remove theBoc and the TBS groups. Following coupling of the resulting amine 10-5with a carboxylic acid of formula 9-1 using a coupling agent such asEDC, conversion of the hydroxyl to a mesylate is followed bydisplacement with sodium axide. The resulting azido group is thenreduced to an amine by hydrogenation to give the pyrrolidineintermediates of formula 10-8.

4-Aminopyrrolidine derivatives of formula 11-6 can be prepared accordingto Scheme 11. Alkylation of the intermediate 10-2 with an alkyl halide(RX) using LHMDS provides the R-substituted intermediate 11-1. Followingreduction of the ester to an alcohol using diisobutylaluminun hydride(DIBAL), the alcohol is converted to a tosylate and the resultingtosylate is reduced using LiIt₃BH to give 11-2 is then converted tocompounds of formula 11-6 in a manner similar to that described inScheme 10.

4-Aminopyrrolidine derivatives of formula 12-5 can be synthesized usingthe method shown in Scheme 12. The intermediate 10-2 is reduced to analchol using a reducing agent such as DIBAL and the resulting alcohol isalkylated with an alkyl halide (RX) using sodium hydride to giveintermediate 12-1. Using procedures similar to those described in Scheme10, compounds of formula 12-5 are obtained from the intermediate 12-1.

4-Aminopyrrolidine derivatives of formula 13-7 can be generatedaccording to Scheme 13. The intermediate 10-2 is reduced to an alcoholusing a reducing agent such as DIBAL and the resulting alcohol isoxidized to an aldehyde using a oxidizing agent such as Swern oxidation.Addition of a Grignard reagent RMgX to the aldehyde 13-1 is followed byalkylation of the resulting alcohol with an alkyl halide (RX) usingsodium hydride. After removal of the Boc and TBS protecting groups in13-2 or 13-3 using an acid such as HCl, the resulting amine 13-4 iscondensed with a carboxylic acid of formula 9-1. Mesylation at the4-hydroxy on the pyrroldine followed by displacement of the resultingmesylate with sodium azide and reduction of the azido by hydrogenationprovides compounds of formula 13-7.

4-Aminopyrrolidine derivatives of formula 14-6 can be synthesized usinga protocol depicted in Scheme 14. After double addition of a Grignardreagent RMgX to the intermediate 10-2, the resulting tertiary alcohol14-1 is subjected to an alkylation with an alkyl halide (R′X) to give14-2. Intermediates 14-1 and 14-2 are then converted to compounds offormula 14-6 in a manner similar to that described in Scheme 13.

The synthesis of 4-ammopyrrolidine derivative's of formula 15-5 is givenin Scheme 15. After dehydration of the intermediate 14-1 followed byreduction of the olefin by hydrogenatiort, the resulting intermediate15-1 is converted to compounds of formula 15-5 in a fashion similar tothat described in Scheme 10.

Compounds of formula I can be obtained by assembling theaminopyrrolidine derivatives of formula 16-1 with a ketone of formula16-2 by reductive animation using a reducing agent such as sodiumtriacetoxyborohydride or through hydrogenation followed by treating theresulting secondary amine 16-3 via reductive amination with an aldehydeor by alkylation with an alkyl halide (RX).

Alternatively, compounds of formula I can be prepared using a sequenceoutlined in Scheme 17. Reductive animation of the aminopyrrolidinederivatives of formula 17-1 with a ketone of formula 16-2 gives rise tothe secondary amine 17-2. After removal of the protecting group P(P=Boc, benzyl or Cbz) using an acid or through hydrogenation using acatalyst such as Pd—C, the resulting amine 17-3 is condensed with acarhoxylic acid of formula 9-1 to provide compounds of formula 17-4.

Alternatively, compounds of formula I can be prepared using s sequenceoutlined In Scheme 18. Reduction of the cyclohexanone 1-2 with areducing agent such as lithium aluminum hydride produces the cis diol18-1. After converting the secondary alcohol to a mesylate, theresulting mesylate 18-2 is displaced with an aminopyrrolidine derivativeof formula 17-1 to give the tram 4-amino-1-cyclohexanol derivative offormula 18-3. Removal of the protecting group using an acid or throughhydrogenation followed by coupling of the resulting amine with acarboxyiie acid of formula 9-1 affords compounds of formula 18-5.

Alternatively, compounds of formula I can be synthesized according toScheme 19. Displacement of the mesylate 18-2 with sodium azide givesrise to the azido Intermediate 19-1 which is reduced to an amine byhydrogenation using a catalyst such as Pd—C. Displacement of themesylate of formula 19-3 with the resulting amine 19-2 or reductiveanimation of 19-2 with a ketone of formula 19-4 affords compounds offormula 19-5.

The compounds of the present invention are MCP-1 receptor modulators,e.g., antagonists, and are capable of inhibiting the binding of MCP-1 toits receptor. Surprisingly, the compounds block T cell migration invitro, and have dramatic effects on the recruitment of inflammatorycells in multiple models of inflammatory diseases. Therefore, thecompounds of formula I are useful as agents for the treatment ofinflammatory disease, especially those associated with lymphocyte and/ormonocyte accumulation, such as arthritis, rheumatoid arthritis, multiplesclerosis, neuropathic pain, atherosclerosis and transplant rejection.In addition, these compounds can be used in the treatment of allergichypersensitivity disorders such as asthma and allergic rhinitischaracterized by basophil activation and eosinophil recruitment, as wellas for the treatment of restenosis and chronic or acute immunedisorders.

Modulation of chemokine receptor activity, as used in the context of thepresent invention, is intended to encompass antagonism, agonism, partialantagonism and/or partial agonism of the activity associated with aparticular chemokine receptor, preferably the CCR2 receptor. The termcomposition as used herein is intended to include a product comprisingthe specified ingredients in the specified amounts, as well as anyproduct which results, directly or indirectly, from combination of thespecified ingredients in the specified amounts. By pharmaceuticallyacceptable it is meant the carrier, diluent or excipient must becompatible with the other ingredients of the formulation and notdeleterious to the recipient thereof.

The compounds of formula I of the present invention, and compositionsthereof are useful in the modulation of chemokine receptor activity,particularly CCR2. Accordingly, the compounds of the present inventionare those which inhibit at least one function or characteristic of amammalian CCR2 protein, for example, a human CCR2 protein. The abilityof a compound to inhibit such a function can be demonstrated, in abinding assay (e.g., ligand binding or promoter binding), a signallingassay (e.g., activation of a mammalian G protein, induction of rapid andtransient increase in the concentration of cytosolic free calcium),and/or cellular response function (e.g., stimulation of chemotaxis,exocytosis or inflammatory mediator release by leukocytes).

The invention is illustrated by the following examples, which are notintended to be limiting in any way.

EXAMPLES

Reagents and solvents used below can be obtained from commercial sourcessuch as Aidrich Chemical Co. (Milwaukee, Wis., USA), Mass spectrometryresults are reported as the ratio of mass, over charge, followed by therelative abundance of each ion (in parentheses), in tables, a single m/evalue is reported far the M+H (or, as noted, M−H) ion containing themost common atomic isotopes. Isotope patterns correspond to the expectedformula in all cases.

Example 1 Step A

(3-Trifluoromethyl-benzoylamino)acetic acid. To a rapid stirringsolution of glycine (15.014 g, 0.20 mol) in MeCN (400 mL) and 2 M NaOH(250 ml) at 0° C. was slowly added a solution of3-(trifluoromethyl)-benzoyl chloride (41.714 g, 0.20 mol) in 75 mL ofMeCN over 30 min. The cloudy yellow solution was stirred at 0° C. for 30min. The reaction mixture was acidified with 3 M HCl to pH=3, followedby removal of MeCN on rotary evaporator. The resulting mixture was thenextracted with EtOAc (400 mL×3). The combined organic layers were dried,filtered and concentrated to give a light yellow solid (48.53 g), whichwas triturated with toluene (500 mL). After filtration, the solidproduct was washed with cold toluene until the filtrate was colorless.After dried under high vacuum Over the weekend, a white powder product44.60 g (90%) was afforded. MS (M+H⁺)=248.1. ¹H NMR (DMSO-d₆) δ 12.70(br s, 1 H), 9.17 (m, 1H), 8.20 (dd, 2H), 7.94 (dd, 1H), 7.78 (m, 1H),3.97 (d, 2H),

Step B

tert-Butyl [(3S)-1-({[3-(Trifluoromethyl)benzoyl]amino}acetyl)pyrrolidin-3-yl]carbamate. To a solution of the carbosyiic add (2.7 g,11 mmol) from step A and tert-butyl (3S)-pyrrolidin-3-ylcarbamate (2.0g, 11 mmol) in DMF (30 ml,) cooled in an ice bath was added BOP (5 g, 11mmol) followed by triethylamine (3 mL, 22 mmol). The mixture was allowedto warm to temperature and stirred overnight. Ethyl acetate (150 mL) wasadded. The resulting solution was washed with NaHCO₃ and brine eachthree times, dried over MgSO₄ and concentrated. Chromatography on silicagel eluting with EtOAc provided 4.4 g (96%) of the desired product. MS(M-Boc+H)⁺ 316.

Step C

N-{2-[(3S)-3-Aminopyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide. The above product (4.2 g) was dissolved in 4 N HCl/dioxane(30 mL). After being stirred for 1 hour at room temperature, thesolution was concentrated to provide 4.0 g of the title compound. MS(M+H)⁺ 316.

Step D

8-Phenyl-1,4-dioxaspiro[4.5]decan-8-ol. To a solution of1,4-cyclohexanone mono-ethylene ketal (8.1 g, 50 mmol) in THF (20 mL) at10° C. was added a 1 M solution of phenyl magnesium bromide in THF (70mL, 70 mmol). The resulting mixture was stirred at room temperature for2 hours before quenching with saturated NHaCl solution. The solution wasextracted with EtOAc 3 times. The combined organic phase was washed withbrine, dried over MgSO₄ and concentrated. Chromatography on silica gelelating with 40% EtOAc/hexanes provided 9.5 g (81%) of the desiredproduct MS (M+H)⁺ 234.

Step E

4-Hydroxy-4-phenylcyclohexanone. The above product was dissolved in THF(50 ml). To it was added 10% HCl/H₂O (50 mL). The solution was stirredat room temperature overnight and extracted with EtOAc three times. Thecombined extracts were washed with brine, dried over MgSO₄ andconcentrated to give the title compound as a white solid. MS (M+H)⁺ 191.

Step F

N-(2-{(3S)-3-[(4-Hydroxy-4-phenylcyclohexyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.To a solution of the pyrrolidine intermediate from step C (0.3 g, 0.85mmol) and the ketone from step E (0.16 g, 0.85 mmol) in THF (5 ml) wasadded Na(OAc)₃BH (0.35 g, 2.5 mmol) followed by triethylamine (0.2 ml,1.5 mmol). The reaction was continued at room temperature overnight andquenched by addition of a saturated NaHCO₃ solution. The resultingsolution was extracted with EtOAc arid the EtOAc layer was dried overMgSO₄ and concentrated. Separation on silica gel eluting with 10% to 30%MeOH/EtOAc provided the cis (fast moving spot) and trans (slow movingspot) isomers of the title compound. MS (M+H)⁺ 490.0.

Example 2 Step A

8-Pyridin-2-yl-1,4-dioxaspiro[4.5]decan-8-ol. To a solution of2-bromopyridine (14 g, 88.6 mmol) in anhydrous ether (300 mL) cooled at—78° C. was slowly added a solution of 2.5 M n-butyl lithium (36 mL).After the addition, stirring was continued at −78° C. for 1 hour. To itwas slowly added a solution, of 1,4 -eyciohexanedione mono-ethyleneketal (15 g, 96 mmol) in anhydrous ether (300 ml). When the addition wascomplete, the mixture was allowed to warm to 0° C. and stirring wascontinued for I hour. The reaction was quenched by the addition of anaqueous solution (100 mL) of ammonium chloride (4.5 g). The organicphase was separated and. the aqueous phase was extracted with methylenechloride 4 times. The combined organic phases were dried over MgSO₄ andconcentrated. Crystallization from EtOAc provided 7 gofthe desiredproduct. The mother liquid was purified on silica gel elating with 10%MeOH/EtOAe to give 3 g of the desired product. MS (M+H)⁺ 236.0.

Step B

4-Hydroxy-4-(pyridin-2-yl)cyclohexanone. The above product was dissolvedin THF (30 mL) and a 3 N solution of HCl in water (30 mL). The mixturewas stirred at 50° C. for 3 hours. After cooling to room, temperature,NaHCO₃ was added to the solution with stirring until no bubblingoccurred. The organic phase was separated and the aqueous layer wasextracted with EtOAc three times. The combined organic phase was driedover MgSO₄ and concentrated. The residue was triturated with EtOAc togive 5.5 g of the title compound. MS (M+H)⁺0 192.

Step C

N-(2-{(3S)-3-[(4-Hydroxy-4-pyridin-2-ylcyclohexyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.The title compound was prepared by reductive amination of the ketoneobtained above with the pyrrolidine derivative obtained from step C inExample 1 using a procedure analogous to that described in step F,Example 1. MS (M+H)⁺ 491.

Example 3

N-(2-{(3S)-3-[(4-Hydroxy-4-pyridin-2-ylcyclohexyl)(methyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.To a solution ofN-(2-{(3S)-3-[(4-hydroxy-4-pyridin-2-ylcyclohexyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide(49 mg, 0.1 mmol) and formaldehyde (0.3 mL, 37% water solution) in THE(2 mL) was added Na(OAc)₃BH (64 mg, 0.3 mmol). After being stirred atroom temperature overnight, the reaction was quenched by addition of asaturated NaHCO₃ solution. The resulting solution was extracted withEtOAc and the EtOAc layer was dried (MgSO₄) and concentrated.Purification by prep HPLC provided the title compound as a TFA salt. MS(M+H)⁺ 505.

Example 4 Step A

2-Bromo-5-bromomethylpyridine. 2-Bromo-5-methylpyridine (5.00 g, 29.1mmoles) and N-bromosuccinimide (5.22 g, 29.3 mmoles) were dissolved incarbon tetrachloride (40 mL) under nitrogen. Benzoyl peroxide. (0.35 g,1.4 mmoles) was added and the mixture heated at reflux for four hours.The mixture was cooled to room temperature, filtered, and washed withNaHCO₃/H₂O. The mixture was adsorbed onto silica gel and thenchromatographed, eluting with a gradient of hexane to 10% ethylacetate/hexane. Pure fractions were combined and concentrated to providethe desired mono-brominated product as a pale yellow solid, 3.60 g(49%). LC/MS (M+H)⁺ m/z=249.8, 251.8, 253.8.

Step B

2-Bromo-5-(methoxymethyl)pyridine. 2-Bromo-5-bromomethyl-pyridine, 4(3.58 g, 14.3 mmoles) was dissolved in methanol (20 mL) under nitrogen.Sodium methoxide (0.89 g, 15.7 mmoles, 95%) was added and the mixturestirred at room temperature. After 3 hours, the methanol was rotovappedoff and the residue dissolved in dichloromethane and washed with water.The organic extract was adsorbed onto silica gel and chromatographed.The column was eluted with a gradient of hexane to 20% ethylacetate/hexane. Pure fractions were combined and concentrated to providethe title compound as a colorless oil, 2.62 g (90%). LC/MS(M+H)⁺m/z=202.0.

Step C

4-Hydroxy-4-[5-(methoxymethyl)pyridin-2-yl]cyclohexanone. A solution of2-bromo-5-(methoxymethyl)pyridine (2.61 g, 12.9 mmoles) was dissolved indry THF (40 mL) under nitrogen and cooled to −78° C. n-Butyllithium(6.20 mL, 15.5 mmoles, 2.5 M in hexane) was added dropwise over 10minutes to form a black solution. After 15 minutes, a solution of1,4-dioxa-spiro[4.5]decan-8-one (2.21 g, 14.1 mmoles) in THF was addeddropwise over 2 minutes and the mixture was gradually warmed to roomtemperature over 3 hours. TLC (50% ethyl asetate/hexane) and LC/MSindicated complete conversion. Aqueous HCl (14 ml, 6.0 M) was added andthe mixture was stirred for 3 hours at room temperature and thenneutralized with NaHCO₃/H₂O. The mixture was extracted 3 times withethyl acetate and the combined extracts were adsorbed onto silica geland chromatographed. The column was eluted with a gradient of hexane to40% ethyl acetate/hexane. Pure fractions were combined and concentratedto provide the title compound as a pale yellow solid, 1.00 g (33%).LC/MS (M+H)⁺m/z=236.1.

Step D

N-{2-[(3S)-3-({4-Hydroxy-4-[5-(methoxymethyl)pyridin-2-yl]cyclohexyl}amino)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.The title compound was prepared from the ketone of step C using aprocedure analogous to that described for Example 1. MS (M+H)⁺ 535.

Example 5 Step A

6-Bromo-pyridine-3-carbaldehyde. 2,5-Dibromopyridine 9.48 g (40 mmol)was dissolved in 60 mL of THF and 150 mL of anhydrous ether. After thesolution was cooled to −78° C., 16 mL of n-butyllithium (2.5 M, 40 mmol)was slowly dropped through a syringe in 30 mm. After being stirred at−78° C. for 30 minutes, N,N-dimethylformamide (3.5 g, 48 mmol) wasadded. The reaction mixture was warmed up to room temperature during twohours and then quenched by addition of 10 ml water. The mixture wasextracted twice using EtOAc. The combined extracts were dried andconcentrated. After flash column using 30-40% EtOAc in hexane, 2.80 gwhite solid was obtained (28% yield), MS; (M+H)⁺ 86.0, 188.0.

Step B

1-(6-Bromopyridin-3-yl)-N,N-dimethylmethanamine. To a solution oftitanium tetraisopropoxide (6.4 g, 22 mmol) and 2.0 M of dimethylaminein methanol (22 mL, 44 mmol), 6-bomo-pyridine-3-carbaldehyde (2.10 g, 11mmol) in 20 mL of methanol was added. After being stirred at r. t. for 5hrs, sodium borohydride (0.43 g, 11 mmol) was added and the mixture wasstirred overnight. The reaction was quenched by addition of 10 mL ofwater and extracted twice using EtOAc. The combined extracts were driedand concentrated. After flash column using 20-40% methanol in EtOAc and0.5% NH₄OH, 1.15 g oil was obtained (47% yield), MS: (M+H)⁺ 214.0,216.0.

Step C

8-{5-[(Dimethylamino)methyl]pyridin-2-yl}-1,4-dioxaspiro[4,5]decan-8-ol.1-(6-Bromopyridin-3-yl)-N,N dimethylmethanamine (1.15 g, 5.4 mmol) wasdissolved in 30 mL of THF and 80 mL of anhydrous ether. After thesolution was cooled to −78° C. 2.60 mL of n-butyllithium (2.5 M, 6.40mmol) was slowly dropped through a syringe in 10 min. After beingstirred at −78° C. for 30 minutes, 1,4-cyclohexanedione mono-ethyleneketal (1.01 g, 6.4 mmol) was added. The reaction mixture was allowed towarm up to room temperature during two hours and then quenched byaddition of 10 mL of water. The mixture was extracted twice using EtOAc.The combined extracts were dried and concentrated. After flash columnusing 20-40% methanol in EtOAc and 0.5% NH₄OH, 0.85 g oil was obtained(54% yield), MS: (M+H)⁺ 293.2.0.

Step D

4-{5-[(Dimethylamino)methyl]pyridin-2-yl}-4-hydroxycyclohexanone.8-{5-[(Dimethylamino)methyl]pyridin-2-yl}-1,4-dioxaspiro[4,5]decan-8-ol(0.85 g, 2.9 mmol) was dissolved in 10 mL of THF and 10 mL of 2 N HClsolution was added. After being stirred for two hours, the reactionmixture was neutralized to pH-8-9 by addition of a saturated NaHCO₃aqueous solution and extracted twice using EtOAc. The combined extractswere dried and concentrated to obtain 0.37 g white solid (51% yield),MS: (M+H)⁺ 249.2.

Step E

N-(2-{(3S)-3-[(4-{5-[(Dimethylamino)methyl]pyridin-2-yl}-4-hydroxycyclohexyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.

The title compound was prepared from the above ketone following theprocedure described for Example 1. MS (M+H)⁺ 548.

The following Examples 6-13 were prepared in a fashion similar to theprevious 5 examples.

Example 6

N-[2-((3S)-3-{[4-Hydroxy-4-(4-methylphenyl)cyclohexyl]amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 504.

Example 7

N-(2-{(3S)-3-[(4-Hydroxy-4-pyridin-3ylcyclohexyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 491.

Example 8

N-(2-{(3S)-3-[(4-Hydroxy-4-pyridin-4ylcyclohexyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 491.

Example 9

N-[2-((3S)-3-{[(4-Hydroxy-4-(5-methlpyridin-2-yl)cyclohexyl])amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 505.

Example 10

N-[2-((3S)-3-{[4-Hydroxy-4-(4-methylpyridin-2-yl)cyclohexyl)]amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 505.

Example 11

N-[2-((3S)-3-{[4-Hydroxy-4-(6-methylpyridin-2-yl)cyclohexyl]amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 505.

Example 12

N-[2-((3S)-3-{[4-Hydroxy-4-(6-methoxypyridin-2-yl)cyclohexyl]amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 521.

Example 13

N-[2-((3S)-3-{[4-Hydroxy-4-(6-methoxypyridin-3-yl)cyclohexyl]amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 521.

Example 14 Step A

8-(1,3-Thiazol-2-yl)-1,4-dioxaspiro[4.5]decan-8-ol. A solution ofn-butyllithium (8.1 mL of 1.6 M solution in hexane, 12.92 mmol) wasadded to thiazole (1.0 g, 11.75 mmol) in THF (10 mL) at −78° C. withstirring under N₂. After being stirred at −78° C. for 1 h, a solution of1,4-cyclohexanedione mono-ethylene ketal (1.84 g, 11.75 mmol) in THF (10mL) was added to the lithiated compound solution via syringe and stirredfor 3 h at −78° C. Water (5mL) was added, and the reaction mixture waswarmed to room temperature and extracted using EtOAc (3×). The combinedorganic layers were dried (MgSO₄), filtered, concentrated in vacuo andchromatographed to yield 2.531 g of8-(1,3-thiazol-2-yl)-1,4-dioxaspiro[4.5]decan-8-ol in 89% yield. MS(EI)(M+H)⁺=242.2.

Step B

8-(5-Methyl-1,3-thiazol-2-yl)-1,4-dioxaspiro[4.5]decan-8-ol. A solutionof n-butyllithium (5.70 mL of 1.6 M solution in hexane, 9.12 mmol) wasadded to 8-(1,3-thiazol-2-yl)-1,4-dioxaspiro[4.5]decan-8-ol (1.00 g,4.14 mmol) in THF (10 mL) at −78° C. with stirring under N2. After beingstirred at −78° C. for 1 h, methyl iodide (0.71 mL, 9.12 mmol) was addedto the lithiated compound solution via syringe at −78° C. The reactionmixture was allowed to warm to room temperature slowly and stirredovernight. Water and EtOAc were added. The aqueous layer was extractedwith EtOAc (3×). The combined organic layers were washed with saturatedNaCl, dried (MgSQ₄), concentrated and flash chromatographed using 20%EtOAc/hexane to give 0.77 g of the title compound in 71% yield. MS (EI)(M+H)⁺=256.1.

Step C

4-Hydroxy-4-(5-methyl-1,3-thiazol-2-yl)cyclohexanone. A solution of8-(5-Methyl-1,3-thiazol-2-yl)-1,4-dioxaspiro[4.5]decan-8-ol (1.0 g, 4.14mmol) in 20 mL of THF/3 N HCl (1:1) was stirred for 1 h at 50° C. Aftercooling to room temperature, the mixture was treated with Na₂CO₃ to pH 8and extracted with EtOAc (3×). The combined organic layers were washedwith saturated NaCl solution, dried (MgSO₄), and concentrated to give0.82 g of 4-hydroxy-4-(5-methyl-1,3-thiazol-2-yl)cyclohexanone in 99%yield. MS (EI) (M+H)⁺=212.2

Step D

3-(Trifluoromethyl)-N-[2-((3S)-3-{[4-hydroxy-4-(5-methyl-1,3-thiazol-2-yl)cyclohexyl]amino}pyrrolidin-1-yl)-2-oxoethyl]benzamid.The title compound was prepared from the ketone of step C usingaprocedure similar the that described for Example 1. MS (EI):(M_(+H)) ⁺511.1.

The followning Examples 15-16 were prepared in a fashion similar toExample 14.

3-(Trifluoromethyl)-N-{2-[(3S)-3-({4-hydroxy-4-[5-(1-hydroxy-1-methylethyl)-1,3-thiazol-2-yl]cyclohexyl}amino)pyrrolidin-1-yl]-2-oxoethyl}benzamide.MS (EI): (M+H)+ 555.2.

Example 16

3-(Trifluoromethyl)-N-{2-[(3S)-3-({4-hydroxy-4-[5-(methoxymethyl)-1,3-thiazol-2yl]cyclohexyl}amino)pyrrolidin-1-yl]-2-oxoethyl}benzamide.MS (EI): (M+H⁺ 541.1.

Example 17 Step A

2-(8-Hydroxy-1,4-dioxaspiro[4.5]dec-8-yl)-1,3-thiazole-4-carboxylicacid. A solution of n-butyllithium (17.1 mL of 1.6 M solution in hexane,27.35 mmol) was added to8-(1,3-thiazol-2-yl)-1,4-dioxaspiro[4.5]decan-8-ol (3.00 g, 12.43 mmol)in THF (50 mL) at −78° C. with stirring under N₂. After being stirred at−78° C. for 1 h, dry ice (10 g, 227 mmol) was added to the lithiatedcompound solution and stirred for 2 h at −78° C. Water was added and thesolution was warmed to room temperature. The mixture was then treatedwith 1N HCl to pH 3 to 4 and extracted with EtOAc (3×). The combinedorganic layers were washed with saturated NaCl solution, dried (MgSO₄),and concentrated and chromatographed (EtOAc to 1% AcOH/EtOAc) to give3.23 g of2-(8-hydroxy-1,4-dioxaspiro[4.5]dec-8-yl)-1,3-thiazole-4-carboxylicacid. MS (EI) (M+H)⁺=286.0.

Step B

2-(8-Hydroxy-1,4-dioxaspiro[4.5]dec-8-yl)-N-methyl-1,3-thiazole-4-carboxamide.To a stirred solution of2-(8-hydroxy-1,4-dioxaspiro[4.5]dec-8-yl)-1,3-thiazole-4-carboxylic acid(0.30 g, 1.05 mmol) and methylamine (2M in THF, 2 mL, 4 mmol) in CH₂Cl₂(10 mL) (0.193 g, 1.26 mmol). The mixture was stirred at roomtemperature overnight. Then the reaction mixture was diluted with EtOAcand washed with saturated Na₂CO₃ and brine. The organic layer was dried(MgSO₄), concentrated and flash chromatographed (50% EtOAc/hexanes) togive 0.16 g of the title compound in 50% yield. MS (EI) (M+H)⁺=299.0.

Step C

2-(1-Hydroxy-4-oxocyclohexyl)-N-methyl-1,3-thiazole-4-carboxamide. Thetitle compound was prepared by conversion of the ketal of step B to aketone using a procedure similar to that described in step C of Example14. MS (EI) (M+H)⁺=255.0.

Step D

2-(1-Hydroxy-4-{[(3S)-1-({[3-(trifluoromethyl)benzoyl]amino}acetyl)pyrrolidin-3-yl]amino}cyclohexyl)-N-methyl-1,3-thiazole-5-carboxamide.The title compound was prepared from the ketone of step C using themethod described for Example 1. MS (EI): (M+H)+553.

The following Examples 18-19 were prepared in fashion similar to Example17.

Example 18

N-Ethyl-2-(1-hydroxy-4-{[(3S)-1-({[3-(trifluoromethyl)benzoyl]amino}acetyl)pyrrolidin-3-yl]amino}cyclohexyl)-1,3-thiazole-5carboxamide.MS (EI): (M+H)⁺ 567.1.

Example 19

N-{2-[(3S)-3-({4-Hydroxy-4-[5-(pyrrolidin-1-ylcarbonyl)-1,3-thiazol-2-yl]cyclohexyl}-amino)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.MS(EI): (M+H)⁺ 594.1.

Example 20 Step A

8-(1,3-Thiazol-5-yl)-1,4-dioxaspiro[4,5]decan-8-ol. 2-TMS-thiazole (2.5g, 15.89 mmol) was added to a solution of n-butyllithium (11.9 mL of 1.6M solution in hexane, 19.07 mmol) In THF (20 mL) at −78° C. withstirring under N₂. After being stirred at −78° C. for 0.5 h, a solutionof 1,4-cyclohexanedione mono-ethyiene ketal (2.48 g, 15.89 mmol) in THF(20 mL) was added to the iithlated compound solution via syringe andstirred for 1 h at −78° C. Water (5 mL) and EtOAc were added, and thereaction mixture was warmed to room temperature and extracted usingEtOAc (3×). The combined organic layers were dried (MgSO₄), filtered,and crystallised from EtOAc to yield 3.4 g of8-(1,3-thiazol-5-yl)-1,4-dioxaspiro[4,5]decan-8-ol in 90% yield, MS (EI)(M+H)⁺=242.1.

Step B

4-Hydroxy-4-[2-(morpholin-4-ylcarbonyl)-1,3-thiazol-5-yl]cyclohexanone.A solution of n-butyllithium (2.90 mL of 1.6 M in hexane, 4.64 mmol) wasadded to 8-(1,3-thiazol-5yl)-1,4-dioxaspiro[4,5] decan-8-ol (1.00 g,4.10 mmol) in THF (20 ml) at −78° C. under N₂. After being stirred at−78° C. for 1 h, 4-morpholinecarbonyl chloride (0.93 g, 6.15 mmol) wasadded to the lithiated compound solution via syringe and stirred for 2 hat −78° C. Water (5 mL) was added, and the reaction mixture was warmedto room temperature. The reaction mixture was diluted with water andEtOAc. The aqueous layer was extracted with EtOAc (3×). The combinedorganic layers were washed with brine, dried (Na₂SO₄), and concentratedto give the ketal Intermediate. Then this intermediate was treated with20 ml, of THF/1N HCl (1:1) overnight at room temperature. The reactionsolution was justified, to pH 10 with Na₂CO₃ and extracted with EtOAc(3×). The combined organic layers were washed with brine, dried(Na₂SO₄), concentrated and flash chromatographed using 20% EtOAc/hexanesto yield 309 mg of the title compound, MS (EI) (M+H)⁺=311.0.

Step C

3-(Trifluoromethyl)-N-{2-[(3S)-3-({4-hydroxy-4-[2-(methoxymethyl)-1,3-thiazol-5-yl]cyclohexyl}amino)pyrrolidin-1-yl]-2-oxoethyl}benzamide.The title compound was prepared from the ketone of step B usingprocedures similar to that for Example 14. MS (EI): (M+H)⁺ 541.1.

The following Examples 21-23 were prepared in fashion similar to Example20

Example 21

3-(Trifluoromethyl)-N-[2-((3S)-3-{[4-hydroxy-4-(2-methyl-1,3-thiazol-5-yl)cyclohexyl]-amino}pyrrolidin-1-yl)-2-oxoethyl]benzamide.MS (EI): (M+H)⁺ 511.1.

Example 22

3-(Trifluoromethyl)-N-[2-((3S)-3-{[4-(2-ethyl-1,3-thiazol-5-yl)-4-hydroxycyclohexyl]-amino}pyrrolidin-1-yl)-2-oxoethyl]benzamide.MS (EI): (M+H)⁺ 525.2.

Example 23

N-[2-((3S)-3-{[4-Hydroxy-4-(2-isopropyl-1,3-thiazol-5-yl)cyclohexyl]amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (EI): (M+H)⁺ 539.2.

Example 24 A

8-(5-Pyridin-3-yl-1,3-thiazol-2-yl)-1,4-dioxaspiro[4.5]decan-8-ol. Asolution of n-butyllithium (7.8 mL of 1.6 M solution in hexane, 12.45mmol) was added to 8-(1,3-thiazol-5-yl)-1,4-dioxaspiro[4,5]decan-8-ol(1.0 g, 4.15 mmol) in THF (20 mL) at −78° C. with stirring under N₂.After being stirred at −78° C. for 0.5 h, 12.5 mL of 0.5 M solution ofZnCl₂ (6.23 mmol) in THF was added. The resulting mixture was stirred atroom temperature for 0.5 h and a mixture of 3-bromopyridine (0.40 mL,4.15 mmol) and PdCl₂(PPh₃)₂ (0.11 g, 0.16 mmol) in 5 mL of THF was addedvia syringe. After refluxing overnight the reaction was quenched with 10mL of saturated NH₄Cl solution. The aqueous layer was extracted usingEtOAc (3×). The combined organic layers were dried (MgSO₄), filtered,concentrated in vacuo and chromatographed to yield 0.68 g of the titlecompound in 52% yield. MS (EI) calcd: (M+H)⁺=319.1; found: 319.1.

Step B

N-[2-(3S)-(3-{[4-Hydroxy-4-(5-pyridin-3-yl-1,3-thiazol-2-yl)cyclohexyl]methyl}-pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.The title compound was prepared from the ketal of step A following theprocedures described for Example 14. MS (EI): (M+H)⁺ 574.2.

Example 25

N-[2-({(3S)-1-[4-Hydroxy-4-(5-pyridin-2-yl-1,3-thiazol-2-yl)cyclohexyl]pyrrolidin-3yl}amino)-2-oxoethyl]-3-(trifluoromethyl)benzamide.The title compound was prepared following the procedures described forExample 24. MS (EI): (M+H)⁺ 574.2.

Example 26 Step A

8-Pyridazin-3-yl-1,4-dioxaspiro[4.5]decan-8-ol. To a solution ofpyridazine (17.7 mmol, 1.28 mL) in THF (60 mL) was added lithium2,2,6,6-tetramethylpiperidine (71 mmol, 10 g) at −78° C. The reactionwas then stirred for 5 h at −78° C. at which point the reaction wasquenched using a solution of ethanol, hydrochloric acid and THF (30 mL,1:1:1). The resulting solution was extracted using EtOAc. The organiclayers were combined, dried over MgSO₄ and concentrated. The residue waspurified using flash chromatography to afford the desired alcohol (44%,1.84 g). MS (M+H)⁺ 237.1.

Step B

4-Hydroxy-4-pyridazin-3-ylcyclohexanone. To the product from step A(7.79 mmol, 1.84 g) in THF (15 mL) was added HCl (45 mmol, 15 mL). Thereaction was stirred overnight and subsequently quenched using Na₂CO₃.The solution was then extracted using EtOAc (3×100 mL). The organiclayers were combined, dried and concentrated in vacuo to afford thedesired ketone (780 mg, 52%). MS (M+H)⁺ 193.1

Step C

N-(2-{3S)-3-[(4-Hydroxy-4-pyridazin-3-ylcyclohexyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.The title compound was prepared from the ketone of step B using aprocedure similar to that described for Example 1. MS (M+H)⁺ 492.2.

Example 27

N-(2-{(3S)-3-[(4-hydroxy-4-pyrazin-2-ylcyclohexyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.The title compound was prepared in a manner similar to that for Example26. MS (M+H)⁺ 492.2.

Example 28 Step A

8-Pyrimidin-2-yl-1,4-dioxa-spiro[4. 5]decan-8-ol (1a). To a solution of2-bromopyrimidine (0.20 g, 1.258 mmol) in dry methylene chloride (3.0mL) was dropwise added 1.6 M of n-butyllithium in hexane (0.86 mL) at−78° C. The reaction mixture was stirred for 29 min at −78° C. and1,4-dioxa-spiro[4.5]decan-8-one (0.196 g, 1.26 mmol) in CH₂Cl₂ (3 mL)was added dropwise. The reaction was stirred at −78° C. for 50 min andquenched with an aqueous solution of NH₄Cl. After being woarmed to roomtemperature, the mixture was extracted with CH₂Cl₂ three times. Thecombined extracts were dried over MgSO₄, filtered and concentrated invacuo to provide 0.50 g of crude product. Purification by columnchromatography on silica gel eluting with 0−>50% EtOAc in hexanesprovide 0.159 g (54%) of desired product as a light brown-yellow solid.MS (M+H)⁺237.2.

Step B

4-Hydroxy-4-pyrimidin-2ylcyclohexanone. To the product from step A (190mmol, 44 g) in THF (200 mL) was added HCl solution (300 mmol, 100 mL).The reaction was stirred over 2 days after which the reaction was washedusing diethyl ether. The aqueous layer was then quenched using NaOH(50%) to obtain a pH of 11. The aqueous layer was extracted using EtOAc(6×300 mL). The organic layers were combined and dried over MgSO₄ andconcentrated in vacuo. The reaction was purified via flashchromatography to afford the desired ketone (18 g, 49%). MS (M+H)⁺193.1.

Step C

N-(2-{(3S)-3-[(4-Hydroxy-4-pyrimidin-2-ylcyclohexyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.The title compound was prepared from the ketone of step B using aprocedure similar to that for Example 1. MS (M+H)⁺ 492.2.

Example 29 Step A

6-Bromonicotinonitrile. 6-Chloronicotinonitrile (13.8 g, 100 mmol) washeated at 145° C. in phosphorus tribromide (150 mL) for 32 h. Aftercooling, the mixture was concentrated in vacuo. To the residue was addedphosphorus tribromide (150 mL), and the mixture was heated at 145° C.for another 32 h. After cooling, the mixture was concentrated in vacuo,and an ice-water mixture (500 mL) was added. Sodium bicarbonate wasadded to neutralize the mixture, and the product was extracted withethyl acetate (3×250 mL). The combined organic extracts were washed withbrine and dried over magnesium sulfate. The solvent was removed invacuo, and the residue was chromatographed (hexanes-ethyl acetate) togive 14.9 g (81%) of 6-bromonieotlnonitrile as a white solid: 5H NMR(400 MHz. CDCl₃) δ 7.66 (d, J=11.0 Hz, 1H), 7.80 (dd, J=3.1, 11.0 Hz, 1H), 8.67 (d, J=3.1 Hz, 1 H); MS (M+H)⁺ m/z=183.0, 185.0.

Step B

6-(8-hydroxy-1,4-dioxaspiro[4.5]dec-8-yl)nicotinonitrile. A solution of6-bromonicotinonitrile (2 g, 11 mmol) in 50 mL of dry THF and 15 mL ofdry hexane under argon was cooled to −100° C. in a liquid nitrogen-Et₂Obath. n-Butyllithium (7.5 mL, 11 mmol, 1.6 M solution in hexane) wasadded dropwise so that the internal temperature did not exceed −95° C.The orange solution was stirred for an additional 10 min at −100° C. to−95° C. and then treated dropwise over 10 min with a solution of1,4-cyciohexanedione monoethylene ketai (1.8 g, 11 mmol; in 55 mL of dryTHF, again carefully maintaining the temperature below −95° C. Thereaction mixture was stirred for 10 min at −100° C. to −95° C., allowedto warm to 20° C. and poured into ice water (400 mL). The organic layerwas separated, and the aqueous layer was extracted twice with Et₂O (200mL). The combined organic extracts were dried over MgSO₄ and evaporatedto give 2.8 g of white crystalline solid. Trituration with Et₂O afforded1.9 g (67% yield) of white crystals: MS: (M+H)⁺ 261.

Step C

6-(8-hydroxy-1,4dioxaspiro[4.5]dec-8-yl)nicotinic acid. A mixture of6-(8-hydroxy-1,4-dioxaspiro[4.5]dec-8-yl)nicotinonitrile (1.9 g, 7.3mmol) in 50 mL of 2-methoxyethanol and 50 mL of 2.5 N NaOH was heated ona steam bath for 15 h. The solution was cooled in an ice hath, adjustedto pH 7-8 with concentrated HCl, and evaporated to driness. Water (375mL) was added, and the pH was adjusted to 2 with HCl. The tan solid wasfiltered off and washed with water to give 1.92 g (6. 9 mmol, 94% yield)of 6-(8-hydroxy-1,4-dioxaspiro[4.5]dec-8-yl)nicotinic acid: MS: (M+H)⁺280.

Step D

6-(8-Hydroxy-1,4-dioxaspiro[4.5]dec-8-yl)-N-methylnicotinamide.6-(8-Hydroxy-1,4-dioxaspiro[4.5]dec-8-yl)nicotinic acid (560 mg, 2mm0l), methylamine (1.2 mL, 2.0 M THF solution), BOP reagent (1.07 g,2.4 mmol) and 0.8 mL (6 mmol) of triethylamine were dissolved in 15 mLof DMG at room temperature. The reaction mixture was stirred at roomtemperature overnight. Direct chromatography on silical gel (flashchromatography grade) with 50% ethyl acetate- hexane gave 410 mg (70%)of the desired product,6-(8-hydroxy-1,4-dioxaspiro[4.5]dec-8-yl)-N-methylnicotinamide: MS:(M+H)⁺ 293.

Step E

6-(1-Hydroxy-4-oxocyclohexyl)-N-methylnicotinamide.6-(8-Hydroxy-1,4-dioxaspiro[4.5]dec-8-yl)-N-methylnicotinamide (410 mg,1.4 mmol) was dissolved in the mixture solvent of 7 mL of THF and 7 mLof 1 N HCL aqueous solution at room temperature. The reaction mixturewas then stirred at 60° C. for 1 h. The solution was cooled down to roomtemperature, adjusted to pH 7-8 with saturated NaHCO₃ aqueous solution.The organic layer was separated, arid the aqueous layer was extractedtwice with EA (20 ml×2). The combined organic extracts were dried overMgSO₄ and evaporated to give an oil residue. Chromatography on silicagel (flash chromatography grade) with 40% ethyl acetate-hexane gave 410mg (90%) of the desired product,6-(1-hydroxy-4-oxocyclohexyl)-N-methylnicotinamide: MS: (M+H)⁺ 249.

Step F

6-(1-Hydroxy-4-{[(3S)-1-({[3-(trifluoromethyl)benzoyl]amino}acetyl)pyrrolidin-3-yl]amino}cyclohexyl)-N-methylnicotinamide.6-(1-Hydroxy-4-oxocyclohexyl)-N-methylnicotinamide (100 mg, 0.4 mmol)and 126 mg (0.4 mmol) ofN-{2-[(3S)-3-aminopyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamidewere dissolved in 10.0 mL of methylene chloride. To the solution wasadded 170 mg (0.8 mmol) of sodium, triacetoxyborohydride. The reactionmixture was stirred at room temperature for 2 h. Direct chromatographyon silica gel gave 48 mg (23%) of the final desired product (top spot onTLC and first peak on HPLC). MS: (M+H)⁺ 547.

The following Examples 30-31 were prepared in fashion similar to Example29.

Example 30

6-(1-Hydroxy-4-{[(3S)-1-({[3-(trifluoromethyl)benzoyl]amino}acetyl)pyrrolidin-3-yl]amino}cyclohexyl)-N,N-dimethylnicotinamide.MS (M+H)⁺ 562.

Example 31

N-{2-[(3S)-3-({4-Hydroxy-4-[5-(pyrrolidin-1-ylcarbonyl)pyridin-2-yl]cyclohexyl}-amino)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 588.

Example 32 Step A

8-(5-Bromopyridin-2-yl)-1,4-dioxaspiro[4.5]decan-8-ol. To a solution of2,5-dibromopyridine (4.10 g, 17 mmol) in anhydrous toluene (250 mL) at−78° C. was dropwise added n-BuLi (1.6 M, 12 mL). After stirred at −78°C. for 2.5 hours, a solution of 1,4-dioxaspiro[4.5]decan-8-one (2.73 g,17 mmol) in methylene chloride (25 mL) was added into the reactionmixture, and the resulting mixture was stirred for additional one hourand allowed to warm up to room temperature slowly. The reaction mixturewas poured into aqueous NaHCO₃ (200 mL) and then extracted with EtOAc(2×50 mL). The organic extracts were combined, washed with salinesolution (2×50 mL), dried over MgSO₄, and concentrated in vacuo. Theresulting solid was triturated with ether and the solid was collected byfiltration. The ether solution was concentrated and the solid waschromatographed on silica gel, eluting with hexane/ethyl acetate (2to 1) to give a pale yellow solid. Weight of combined solids: 4.26 g.LCMS: 316.10/314.10 (M+H⁺, 100%). ¹HNMR: δ 8.6 (s, 1 H), 7.82 (d, 1 H),7.38 (d, 1 H), 4.6 (s, 1 H), 4.0 (m, 4 H), 2.2 (m, 4 H), 1.7 (m, 4 H).

Step B

4-(5-Bromopyridin-2-yl)-4-hydroxycyclohexanone. The title compound wasprepared by treating the ketal of step A with HCl in water following theprocedure described in step B of Example 2. MS (M+H)⁺ 271.

Step C

N-[2-((3S)-3-[4-(5-bromopyridin-2-yl)-4-hydroxycyclohexyl]aminopyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.To a 1-neck round-bottom flask charged with isopropanol (6mL) was added4-(5-bromopyridin-2-yl)-4-hydroxycyclohexanone (497.6 mg, 1.85 mmol),N-2-[(3S)-3-aminopyrrolidin-1-yl]-2-oxoethyl-3-(trifluoromethyl)-benzamidehydrochloride (651 mg. 1.85 mol), and triethylamine (0.851 mL, 6.11mol). The resulting mixture was stirred for 30 minutes at 25° C. Then toit was added sodium triaceloxyhorohydride (619 mg. 2.78 mmol) and themixture was stirred at room temperature overnight. The reaction mixturewas concentrated, and the residue was chromatographed on SiO₂, elutingwith acetone/methanol (100% to 90%/10%) to give two fractions, F1 (404mg) and F2 (368 mg) in a total of 73% yield. LCMS: (M+H)⁺ 571.1/569.1for both isomers. Isomer 1 ¹H NMR (CD₃OD) δ 8.65 (t, 1H), 8.21 (s, 1H),8.14 (d, 1H), 8.03 (dt, 1H), 7.88 (d, 1H), 7.69 (m, 2H), 4.23 (dd, 1H),4.16 (s, 1H), 4.10 (m, 2H), 3.90 (m, 2H), 3.70 (m, 2H), 3.60 (dd, 1H),3.52 (m, 2H), 2.55 (m, 1H), 2.42 (m, 2H), 2.22 (m, 3H), 1.80 (m, 4H).

Example 33

N-{2-[(3S)-3-({4-[5-(2-formylphenyl)pyridin-2-yl]-4-hydroxycyclohexyl}-amino)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.A solution ofN-[2-((3S)-3-[4-(5-bromopyridin-2-yl)-4-hydroxycyclohexyl]aminopyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide(30.0 mg, 0.0527 mmol) and (2-formylphenyl)boronic acid (8.6 mg, 0.052mmol) in DMf (0.60 mL) and aqueous sodium carbonate(2-formylphenyl)boronic acid 8.6 mg, 0.052 mmol) in DMF (0.60 mL) andaqueous sodium carbonate (2M, 0.198 mL) was degassed with N₂ for 5minutes. The[1,1′-bis(diphenylphosphino)ferrocene]-dichloropalladium(II), complexwith dichloromethane (1:1) (2.2 mg, 0.0026 mmol) was added in under N₂flush. The reaction mixture was degassed with N₂ for another 5 minutesand then the tube was sealed. The reaction mixture was heated undermicrowave at 130° C. for 5 minutes. After cooling down, the reactionmixture was filtered through a short pad of silica gel and washed withCH₃CN. The resulting solution was acidified with TFA to pH 1˜2, then wassubjected to purification on Prep-HPLC. The appropriate fractions werelypholized to give the product (23 mg, 53%) as a white powder. MS:(M+H)⁺ 595.

Example 34

N-(2-(3S)-3-[(4-Hydroxy-4-5-[2-(hydroxymethyl)phenyl]pyridin-2-ylcyclohexyl)amino]pyrrolidin-1-yl-2-oxoethyl)-3-(trifluoromethyl)benzamidebis(trifluoroacetate). To a solution ofN-2-[(3S)-3-(4-[5-(2-formylphenyl)pyridin-2-yl]-4-hydroxycyclohexylamino)pyrrolidin-1-yl]-2-oxoethyl-3-(trifluoromethyl)benzamidebis(trifluoroacetate) (salt) (3.3 mg, 0.004 mmol) in methanol (0.50 mL)at 0° C. was added sodium borohydrkie (0.455 mg, 0.0120 mmol). Thereaction mixture was allowed to warm up to room temperature and stirredat: room temperature for 60 minutes and then at 60° C. for 60 minutes.The mixture was purified by prep-HPLC to afford the product as a TEAsalt (1.1 mg, 33%). LCMS: (M+H)⁺ 597.2.

Example 35 Step A

8-(4-Iodo-phenyl)-1,4-dioxa-spiro[4.5]decan-8-ol. To a solution of1,4-diiodobenzene (16.5 g, 50 mmol) in THE (350 mL) at −78° C. was addedn-BuLi (2.5 M, 24 mL) over 1 hour. After being stirred additional 30minutes, a solution of 1,4-dioxaspiro[4.5]decan-8-one (7.8 g, 50 mmol)in THF (30 mL) was added in and the resulting mixture was stirred for 3hours. To the mixture was added TMSCl (5.4 g, 50 mmol) and the resultingmixture was allowed to warm to room temperature and stirred at roomtemperature for 18 hours. The reaction mixture was neutralized to pH6.0, and extracted with ethyl acetate (3×50 mL). The organic extractswere combined, washed with saline solution (2×50 mL), dried over sodiumsulfate, and concentrated in vacuo. The residue was chromatographed onsilica gel, eluting with hexane/ethyl acetate (95/5 to 100/0). Theappropriate fractions were combined to give8-(4-Iodo-phenyl)-1,4-dioxa-spiro[4.5]decan-8-ol (12 g, 66.6%) withLCMS: 361.2 (M+H⁺, 100%) and{[8-(4-iodophenyl)-1,4-dioxaspiro[4.5]dec-8-yl]oxy}(trimethyl)silane (6g, 27%) with LCMS: 433.1 (M+H)⁺, 100%).

Step B

8-(4-pyrimidin-2-ylphenyl)-1,4-dioxaspiro[4.5]decan-8-ol. To a solutionof 8-(4-iodo-phenyl)-1,4-dioxa-spiro[4.5]decan-8-ol (450.0 mg, 1.249mmol) in THF (1.0 mL) at room temperature was added dropwiseisopropyimagnesiuro chloride (2.0 M in THF, 1.37 mL) and the reactionmixture was stirred at room temperature for 30 mins. To another flaskcharged with nickel acetylacetonate (20 mg, 0.06 mmol) and1,3-bis(diphenylphosphino)-propane propane (26 mg, 0.062 mmol) suspendedin THF (3 mL) under N₂ was added 2-bromopyrimidine (199 mg, 1.25 mmol).The resulting mixture was stirred at room temperature until it is clear.This mixture was transferred into the degassed Grignard solutionprepared above. The resulting mixture was stirred at room temperatureovernight. The reaction mixture was diluted with EtOAc, quenched withwater, washed with brine, dried over Na₂SO₄, and concentrated. Theresidue was columned on silica gel, eluting with hexane/EtOAc (2/1), togave the desired compound (270 mg, 69%) as a white solid, LCMS: 313.1,(M+H, 100%). ¹H NMR (CDCl₃): δ 8.86 (d, 2H), 8.46 (dd, 2H), 7.71 (dd,2H), 7.24 (t, 1H), 4.05 (d, 4H), 2.30 (dt, 2H), 2.18 (dt, 2H), 1.90 (m,2H), 1.78 (m, 2H).

Step C

4-Hydroxy-4-(4-pyrimidin-2-ylphenyl)cyclohexanone. The title compoundwas prepared by treating the ketal of step B with HCl in water followingthe procedure described in step B of Example 2, MS (M+H)⁺ 269.

Step D

N-[2-((3S)-3-[4-hydroxy-4-(4-pyrimidin-2-ylphenyl)cyclohexyl]aminopyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamidebis(trifluoroacetate) (salt). To a 1-neck round-bottom flask chargedwith methylene chloride (1 mL) was added4-hydroxy-4-(4-pyrimidin-2-ylphenyl)cyclohexanone (50.0 mg, 0.186 mmol),N-2-[(3S)-3-aminopyrrolidin-1-yl]-2-oxoethyl-3-(trifluoromethyl)benzamidehydrochloride (65.5 mg, 0.186 mmol), and triethylamine (85.7 uL, 0.615mmol). The resulting mixture was stirred at 25° C. for 30 minutes, andto it was added sodium triacetoxyborohydride (62.4 mg, 0.28 mmol) inportion. The reaction mixture was stirred at room temperature overnightand concentrated. The residue, was chromatographed on SiO₂, eluting withacetone/methanol (100% to 90%/10%) to give two fractions, which werefurther purified on prep-LCMS separately to afford F1 (24.2 mg ) and F2(25.9 mg) as white powder in a total of 34% yield. LCMS: 568.2 (M+H,100%) for both isomers.

The following Examples 36-37 were prepared in a similar manner.

Example 36

N-[2-((3S)-3-{[4-Hydroxy-4-(5-phenylpyridin-2-yl)cyclohexyl]amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 567.

Example 37

N-{2-[(3S)-3-({4-Hydroxy-4-[5-(1,3-thiazol-2-yl)pyridine-2-yl]cyclohexyl}amino)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 573.

Example 38 Step A

8-(5-Pyrimidin-2-ylpyridin-2-yl)-1,4-dioxaspiro[4.5]decan-8-ol.

A solution of 8-(5-bromopyridin-2-yl)-1,4-dioxaspiro[4.5]decan-8-ol(168.5 g, 0.5363 mol) in THF (2000 mL) was degassed with nitrogen for 30minutes. A 2.0 M solution of isopropylmagnesiurn chloride in THF (563mL) was added dfopwise over 70 mins at room, temperature to the abovesolution. The reaction mixture (light brownish color) was stirred for180 minutes at 25° C.

Into another flask was charged with THF (500 mL) that was degassed withnitrogen for 10 min. To it were added Nickel acetylacetonate (6.9 g,0.027 mol) and 1.2-bis(diphehylphosphino)-ethane (11 g, 0.027 mol) undernitrogen flush, and 10 minutes later 2-iodopyrimidine (113 g, 0.536mol). After being stirred for 30 minutes at 25° C., the resulting lightgreen suspension was transfered to the above solution. The reactionmixture was stirred at room temperature overnight and the reaction wasfound to be complete by HPLC. LC-MS: found (M+H) 314.20 for desiredproduct. The reaction mixture was directly used for next reaction.

Step B

4-Hydroxy-4-(5-pyrimidin-2-ylpyridin-2-yl)cyclohexanone.

About half of the THF in the reaction mixture from step A was removed byevaporation under reduced pressure. To the remaining reaction mixturewas added a 4.00 M solution, of HCl in water (900 mL). After beingstirred for 1 hour, the mixture was diluted with 1000 mL water andneutralized with solid Na₂CO₃ to pH 8˜9. Large ammount of yellow solidprecipitated out. The solid was filtered off and washed with ethylaceate containing 1%. aqueous NH₄OH (about 2000 mL) until no desiredproduct was detected by TLC. The filtrate was partitioned and theaqueous layer was extracted with ethyl acetate (1200 mL×3). The combinedorganic layers were washed with brine, dried, over magnesium sulfate andconcentrated to half of the volume. The solid precipitating out wasfiltered and dissolved in dichloromethane (600 mL). The resultingsolution was heated to reflux for 30 minutes and filtered. The filtratewas cooled in an ice bath. The solid precipitating out was collected byfiltration to give 30 g of pure product. The mother liquids from the twocrystallizations were combined and evaporated. The residue was takeninto acetonitrik (500 mL). The resulting solution was heated to refluxuntil all solid was dissolved. Once Insolubles were filtered off, thefiltrate was allowed to stand at room temperature and solid wasprecipitated out. The solid was filtered and suspended indichloromethane (700 mL). After being heated to reflux, the solution wasfiltered, evaporated to half of the volume, and cooled in an ice bath.The light brownish solid precipitating out was collected by filtrationto give the second batch of solid (58 g). MS (M+H) 270.2.

Step C

N-[2-((3S)-3-{[4-Hydroxy-4-(5-pyrimidin-2-ylpyridin-2-yl)cyclohexyl]amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.

To a solution ofN-{2-[(3S)-3-aminopyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamidehydrochloride (22.10 g, 47.1 mmol) and4-hydroxy-4-(5-pyrimidin-2-ylpyridin-2-yl)cyclohexanone (12.7 g. 47.1mmol) in isobutyl alcohol (80.0 mL) was added triethyiamlne (19.7 mL,141 mmol). The reaction mixture was cooled in an ice bath and stirredfor 30 minutes. To it was added sodium triaeetoxyborohydride (11.0 g,51.8 mmol) in portion. After being stirred at room temperature for 4hours, the solvent was removed by evaporation under reduced pressure.Saturated aqueous NaHCO₃ solution, was added and the solution wasextracted with ethyl acetate (150×3). The combined extracts were washedwith brine, dried (Na₂SO₄), filtered, and concentrated. The residue wascolumned on silica get, eluting with ethyl acetate (1% NH40H aqueoussolution)/ methanol (95/5 to 80/20). The appropriate fractions werecombined and concentrated to give the title, compound as a white powder(17.77 g), MS (M+H) 569.

The following examples were prepared in a similar manner.

Example 38

N-(2-{(3S)-3-[(4-[5-[3-(Aminocarbonyl)phenyl]pyridin-2-yl]-4-hydroxycyclohexyl)-amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 610.

Example 40

N-(2-{(3S)-3-[(4-{5-[2-(Aminocarbonyl)phenyl]pyridin-2-yl}-4-hydroxycyclohexyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 610.

Example 41

N-{2-[(3S)-3-({4-[5-(3-Acetylphenyl)pyridin-2-yl]-4-hydroxycyclohexyl}amino)-pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 609.

Example 42

3-[6-(1-Hydroxy-4-{[(3S)-1-({[3-(trifluoromethyl)benzoyl]amino}acetyl)-pyrrolidin-3-yl]amino}cyclohexyl)pyridin-3-yl]benzoicacid. MS (M+H)⁺ 611.

Example 43

N-(2-{(3S)-3-[(4-Hydroxy-4-{5-[3-(hydroxymethyl)phenyl]pyridin-2-yl}cyclohexyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 597.

Example 44

N-[2-((3S)-3-{[4-Hydroxy-4-(5-pyrimidin-5-ylpyridin-2-yl)cyclohexyl]amino}-pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 569.

Example 45

N-[2-((3S)-3-{[4-(3,3′-Bipyridin-6-yl)-4-hydroxycyclohexyl]amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 568.

Example 46

N-[2-((3S)-3-{[4-(3,4′-Bipyridin-6-yl)-4-hydroxycyclohexyl]amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 568.

Example 47

N-[2-((3S)-3-{[4-Hydroxy-4-(5-pyrazin-2-ylpyridin-2-yl)cyclohexyl]amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 569.

Example 48

N-[2-((3S)-3-{[4-Hydroxy-4-(4isoxazol-4-ylphenyl)cyclohexyl]amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 557.

Example 49

N-{2-[(3S)-3-({4-Hydroxy-4-[4-1H-imidazol-1-yl)phenyl]cyclohexyl}amino)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 556.

Example 50

4′-(1-Hydroxy-4-{[(3S)-1-({[3-(trifluoromethyl)benzoyl]amino})acetyl)pyrrolidin-3-yl]amino}cyclohexyl)biphenyl-2-carboxamide.MS (M+H)⁺ 609.

Example 51

N-[2-((3S)-3-{[4-(2′-Formylbiphenyl-4-yl)-4-hydroxycyclohexyl]amino}-pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 594.

Example 52

N-{2-[(3S)-3-({4-Hydroxy-4-[2′-(hydroxymethyl)biphenyl-4-yl]cyclohexyl}amino)-pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 596.

Example 53

N-{2-[(3S)-3-({4-[5-(3,5-Dimethylisoxazol-4-yl)pyridin-2-yl]-4-hydroxycyclohexyl}-amino)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.MS (M+h)⁺586.

Example 54

N-{2-[(3S)-3-({4-Hydroxy-4-[5-(1,3-oxazol-2-yl)pyridin-2-yl]cyclohexyl}amino)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 574.

Example 55 Step A

3-(Trifluoromethyl)benzaldehyde oxime. To a flask containing3-trifluorobenzaldehyde (1.74 g, 10 mmol) and hydroxyiaminehydrochloride (0.76 g, 11 mmol) in methanol (25 mL) was added TEA (0.65g, 11 mmol). The reaction mixture was heated to reflux for 3 h,neutralized to pH 6.0, and extracted with ethyl acetate (3×20 mL), Theorganic extracts were combined, washed with saline solution (20 mL),dried over sodium sulfate, concentrated in vacuo to give the oxime (1.9g) as a colorless oil. LCMS: (M+H)⁺ 190.2.

Step B

3-(Trifluoromethyl)benzaldehyde oxime. To a dried flask containing3-(trifluoromethyl)benzaldehyde oxime (1.89 g, 10 mmol) in methylenechloride (100 mL) was added N-chlorosuccinimide (1.40 g, 10.5 mmol)slowly at 0° C. The reaction mixture was warmed to 45° C. for 2 h,poured over ice, diluted with H2O (20 mL), and extracted, with EtOAc(100 mL). The organic phase was washed with H2O (2×25 mL) and salinesolution (25 mL), dried over sodium sulfate, concentrated in vacuo togive the oxime (2 g, 90%). LCMS: (M+H)⁺0 224.4.

Step C

Methyl 3-[3-(Trifluoromethyl)phenyl]-4,5-dihydroisoxazole-5-carboxylate.To a flask containing N-hydroxy-3-(trifluoromethyl)benzenecarboximidoylchloride (2.0 g, 8.9 mmol) and methyl acrylate (0.7 g, 8 mmol) inmethylene chloride (100 mL) at 0° C. under an inert atmosphere was addedTEA (0.90 g, 8.8 mmol). The reaction mixture was slowly wanned toambient temperature, stirred for 20 h, quenched with water (30 mL), andextracted with methylene chloride (2×50 mL). The organic extracts werecombined, washed with saline solution (50 mL), dried over sodiumsulfate, concentrated in vacuo, and chromatographed on silica gel,eiuting with methylene chioride/methanoi (100/1 to 95/5). Theappropriate fractions were combined and concentrated in vacuo to givethe title compound (2.3 g; 100%); LCMS: (M+H)⁺274.2. ¹H NMR: (CDCl₃) δ8.03 (s, 1H), 7.92 (d, 1H), 7.71 (d, 1H), 7.59 (dd, 1H), 5.28 (dd, 1H),3.86 (s, 3H), 3.71 (dd, 2H).

Step D

3-[3-(Trifluoromethyl)phenyl]-4,5-dihydroisoxazole-5-carboxylic Acid. Toa solution of methyl3-[3-(trifluoromethyl)phenyl]-4,5-dihydroisoxazole-5-carboxylate (2.3 g,8.4 mmol) in THF (10 mL) was added a 2 M solution of sodium hydroxide inwater (10 mL) at 0° C. The reaction mixture was slowly warmed to ambienttemperature, stirred for 2 h, neutralised with 2 N HCl to pH 7, andextracted with, ethyl acetate (2×50 mL). The organic extracts werecombined, washed with saline solution (50 mL), dried over sodiumsulfate, and concentrated in vacuo. The residue was chromatographed onsilica gel, eluting with methylene chloricle/methanol (95/5 to 80/20).The appropriate tractions were combined and concentrated in vacuo togive the title compound (2.18 g, 100%) as a white crystalline solid.LCMS; (M-H)⁺ 258.2.

Step E

tert-Butyl[(3S)-1-(3-[3-(Trifluoromethyl)phenyl]-4,5-dihydroisoxazol-5-ylcarbonyl)pyrrolidin-3-yl]carbamate.To a solution of3-[3-(trifluoromethyl)phenyl]-4,5-dihydroisoxazole-5-carboxylic acid(259 mg, 1 mmol) and tert-butyl (3S)-pyrrolidin-3-ylcarbamate ( (186 mg,1 mmol) in DMF (0.5 mL) and methylene chloride (5 mL) at 0° C. was addedtriethylamine (120 mg, 1.2 mmol) andbenzotriazol-1-yloxytris(dimethylamino)-phosphonium hexafluorophosphate(442 mg, 1 mmol). The mixture was allowed to warm to room temperatureover 1 h and stirred at room temperature for 1 h. The mixture wasconcentrated in vacuo, and the residue was chromatographed on silicagel, eluting with 1% NH4OH in ethyl acetate to give the desired couplingintermediate (410 mg) as a white solid. LCMS: (M+H)⁺ 428.4.

Step F

3S)-1-(3-[3-(Trifluoromethyl)phenyl]-4,5-dihydroisoxazol-5-ylcarbonyl)-pyrrolidin-3-aminehydrochloride To a solution of the intermediate of step E in methylenechloride (5 mL) was added 4 M HCl in dioxane (5 mL). After stirred atroom temperature for 2 h, the resulting solution wa. concentrated invacuo to give the HCl salt (350 mg) of the amine, as a white solid.LCMS: (M+H)⁺ 364.4.

Step G

1-Pyridin-2-yl-4-[(3S)-1-(3-[3-(trifluoromethyl)phenyl]-4,5-dihydroisoxazol-5-ylcarbonyl)pyrrolidin-3-yl]aminocyclohexanol.to a solution of(3S)-1-(3-[3-(trifluoromethyl)phenyl]-4,5-dihydroisoxazol-5-ylcarbonyl)pyrrolidin-3-aminehydrochloride (178 mg, 0.489 mmol) and and4-hydroxy-4-pyridin-2-yl-cyclohexanone (95.1 mg, 0.498 mmol) inmethylene chloride (6 mL) was added triethylamine (50.3 mg, 0.498 mmol)and then NaBH(OAc)₃ (120 mg, 0.54 mmol). After being stirred at roomtemperature for 2 h, the reaction mixture was neutralized with 1 N NaOHto pH 7, and extracted with, ethyl acetate (2×25 mL). The organicextracts were combined, washed with saline solution (20 mL), dried oversodium sulfate, concentrated in vacuo, and chromatographed on silicagel, eluting with 1% NH₄OH in ethyl acetate/methanol (95/5 to 80/20).The appropriate fractions were combined and concentrated in vacuo togive two fractions of the desired compounds: peak 1 (100 mg) and peak 2(85 mg). Both fractions were further purified by HPLC on a C18 column,during with 1% NH4OH in water/acetonitrile, to give peak 1 (68 mg) andpeak 2 (65 mg) as white solids. Both compounds have LCMS: (M+H)⁺ 503.3.Peak 1 shows two peaks in a 1 to 1 ratio in a chiral analytical -column.Peak 2 shows two peaks in a 1 to 10 ratio in a chiral analytical column.

The following Examples 56-58 were prepared in a fashion similar toExample 55.

Example 56

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({3-[3-(trifluoromethyl)phenyl]-4,5-dihydroisoxazol-5-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H)⁺ 581.

Example 57

1-{5-[(Dimethylamino)methyl]pyridin-2-yl}-4-{[(3S)-1-({3-[3-(trifluoromethyl)phenyl]-4,5-dihydroisoxazol-5-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H)⁺ 560.

Example 58

1-[5-(1,3-Oxazol-2-yl)pyridin-2-yl]-4-{[(3S)-1-({3-[3-(trifluoromethyl)phenyl]-4,5-dihydroisoxazol-5-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 570.3.

Example 59 Step A

Methyl (2S,4R)-N-tert-Butoxycarbonyl-4-hydroxy-2-pyrrolidinecarboxylate.L-trans-4-Hydroxyproline methyl ester hydrochloride (25.00 g, 138.0mmol) was dissolved dichloromethane (300 mL) and triethyiamine (58.0 mL.413 mmol). The solution was cooled to 0° C. and thendi-tert-butyldicarbonate: (33.00 g, 151.0 mmol) was added in smallportions. After stirring at room temperature overnight, the mixture wasconcentrated to a thick white sludge. The residue was dissolved in ethylacetate and the organic layer was washed successively with NH₄Cl/H₂O,NaHCO₃/H₂O and brine. The organic extracts were dried over MgSO₄,filtered, and concentrated to give 33.0 g (99%) of desired product as acolorless oil. LC/MS (M+Na)⁺ m/z=267,9. ¹H NMR(CDCl₃) δ 4.50 (m, 1H),4.40 (m, 1H), 3.75 (s, 3H), 3.43-3.68 (ms 2H), 2.30 (in, 1H), 1.95-2.15(m, 2H), 1.42 and 1.45 (s, 9H).

Step B

1-tert-Butyl 2-Methyl(2S,4R)-4-{[tert-butyl(dimethyl)silyl]oxy}pyrolidine-1,2-dicarboxylate.Methyl (2S,4R)-N-tert-butoxycarbonyl-4-hydroxy-2-pyrrolidinecarboxylate(22.1 g, 82.6 mmol) was dissolved in dry DMF (100 mL) under nitrogen.Imidazole (16.8 g, 248 mmol) was added and the mixture cooled to 0° C.tert-Butyldimethylsilyl chloride (13.1 g, 86.7 mmol) was added in smallportions and then the mixture was allowed to warm to room temperature.After stirring, overnight, the mixture was

diluted with 300 ml, ethyl acetate and washed with water three times(500 mL, 200 ml, 200 mL). The organic extracts were washed one finaltime with brine and then dried over MgSO₄, filtered and concentrated togive 29.5 g (99%) of desired product as a colorless oil. LC/MS(M-Boc+H)⁺m/z=260.2. ¹H NMR (CDCl₃) δ 4.30-4.47 (m, 2H), 3.73 and 3.75.(s, 3H), 3.60 (m, 1H), 3.28-3.45 (m, 1H), 2.18 (m, 1H), 2.03 (m, 1H),1.42 and 1.47 (s, 9H), 0.87 (s, 9H), 0.06 (s, 6H).

Step C

tert-Butyl(2S,4R)-4-{[tert-Butyl(dimethyl)silyl]oxy}-2-(hydroxymethyl)-pyrrolidine-1-carboxylate.1-tert-Butyl 2-methyl(2S,4R)-4-{[tert-butyl(dimethyl)silyl]-oxy}pyrrolidine-1,2-dicarboxylate(5.00 g, 13.91 mmol) was dissolved in dry THF (50 mL) under nitrogen andcooled to −78° C. Diisobutylaluminum hydride solution (31.0 mL, 31.0mmol, 1.0 M in toluene) was added dropwise over 30 minutes. Afterstirring for ten minutes, the mixture was slowly warmed to roomtemperature at which point TLC indicated complete conversion. Themixture was diluted with ethyl acetate (200 mL) and saturated aqueoussodium potassium tartrate. (200 mL). The mixture was stirred vigorouslyfor 30 minutes until two phases were apparent. The aqueous layer wasthen extracted twice with ethyl acetate and washed with brine. Theorganic layer was dried over MgSO₄, filtered and concentrated to give4.91 g of the crude alcohol as a pale yellow oil, LC/MS (M-Boc+H)⁺m/z=232.2. ¹H NMR (CDCl) δ 4.88 (d, 1H), 4.27 (bs, 1H), 4.14 (m, 1H),3.69 (t. 1H), 3.54 (m, 1H), 3.42 (d, 1H), 3.34 (dd, 1H), 1.96 (m, 1H),1.58 (m, 1H), 1.47 (s, 9H), 0.87 (s, 9H), 0.06 (s, 6H).

Step D

tert-Butyl(2S,4R)-4-{[tert-Butyl(dimethyl)silyl]oxy}-2-({[(4-methylphenyl)-sulfonyl]-oxy}methyl)pyrrolidine-1-carboxylate.tert-butyl(2S,4R)-4-{[tert-butyl(dimethyl)silyl]oxy}-2-(hydroxymethyl)pyrrolidine-1-carboxylate(4.91 g, 14.8 mmol) was dissolved in dichloromethane (70 mL) undernitrogen. Triethylamine (5.8 mL, 41.7 mmol) was added followed byp-toluenesulfonyl chloride (3.18 g, 16.7 mmol) and the mixture wasstirred at room temperature overnight. TLC revealed about halfconversion, pyridine (3.4 mL, 41 mmol) was added to the mixture whichturned dark orange after 20 minutes. After two more days, the mixturewas diluted with ethyl acetate and the organic layer was washedsuccessively with NaHCO₃/H₂O, NH₄Cl/H₂O, water, and brine. The organicextract was dried over MgSO₄, filtered and concentrated to a red oilwhich was chromatographed on silica gel (10% to 20% ethylacetate/hexane). Pure fractions were combined to give the tosylate as ayellow oil 6.32 g (93%, 2 steps). ¹H NMR (CDCl₃) δ 7.77 (d, 2H), 7.34 (L2H), 4.30 (m, 2H), 4.10 (ms 2H), 3.30 (m, 2H), 2.45 (s, 3H), 1.07 (ms2H), 1.41 and 1.37 (s, 9H), 0.85 (s, 9H), 0.06 (s, 6H).

Step E

tert-Butyl(2R,4R)-4-{[tert-Butyl(dimethyl)silyl]oxy}-2-methylpyrrolidine-1-carboxylate.tert-Butyl(2S,4R)-4-{[tert-butyl(dimethyl)silyl]oxy}-2-({[(4-methylphenyl)-sulfonyl]-oxy}methyl)pyrrolidine-1-carboxylate(6.32 g, 13.01 mmol) was dissolved in THF (50 mL) under nitrogen andcooled to 0° C. Lithium triethylborohydride solution (Super Hydride,14.3 mL, 1.0 M in THF) was added dropwise and the mixture was thenslowly warmed to room temperature. After 2 hours, TLC revealed halfconversion. More lithium triethylborohydride solution (12.0 mL) wasadded and the solution stirred at room temperature overnight. Dilutedwith NaHCO₃/H₂O and extracted twice with ethyl acetate. Washed organiclayer with NH₄Cl/H₂O and brine. Dried organic extracts over MgSO₄,filtered and concentrated to give a colorless oil. Chromatographed onsilica gel eluting with 10% ethyl, acetate/hexane. Pure fractions werecombined to give the desired product as a colorless oil, 3.74 g (91%).LC/MS (M+Na)⁺ m/z=338.2. ¹H NMR (CDCl₃) δ4.34 (m, 1H), 3.95 (m, 1H),3.35 (m, 2H), 1.98 (m, 1H), 1.65 (m, 1H), 1.47 (s, 9H). 1.20 (bs, 3H),0.87 (s, 9H), 0.06 (s, 6H).

Step F

(3,5R)-5-Methylpyrrolidin-3-ol hydrochloride. tert-Butyl(2R,4R)-4-{[tert-butyl(dimethyl)silyl]oxy}-2-methylpyrrolidine-1-carboxylate(3.74 g, 11.85 mmol) was dissolved in dry THF (20 mL) under nitrogen.Hydrogen chloride solution (40 mL, 4.0 M solution in 1,4-dioxane) wasadded and the mixture was stirred at room temperature for four hours.The solution was concentrated on the rotovap to an oil which wasazeotroped with toluene and pumped under vacuum to provide thehydrochloride salt as an off white solid, 1 80 g (100%) which was usedfor the next step without further purification. ¹H HMR (CD₃OD) δ 4.54(m, 1H)33.95 (m, 1H), 3.44 (dds 1H), 3.18 (d, 1H), 2.19 (dd, 1H), 1.76(m, 1 H), 1.44 (d; 3H).

Step G

N-{2-[(2R,4R)-4-Hydroxy-2-methylpyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.(3R,5R)-5-Methylpyrrolidin-3-ol hydrochloride (1.80 g, 13 mmol) wasdissolved in dichloromethane (50 mL) and diisopropylethylamine (2.1 mL,12.0 mmol) under nitrogen. (3-Trifluoromethyl-benzoylamino)-acetic acid(2.93 g, 11.85 mmol) was added followed by EDC (3.41 g, 17.8 mmol) andthe mixture was stirred at room temperature for four hours. The mixturewas diluted with NH₄Cl/H₂O and extracted twice with ethyl acetate. Thecombined extracts were washed with NaHCO₃/H₂O and brine, dried overMgSO₄, filtered and concentrated to give a dark orange oil.Chromatography on silica gel eluting with ethyl acetate to 5%methanol/ethyl acetate gave the coupled product as a pale orange solid,3.19 g (81%, 2 steps), LC/MS (M+H)⁺ m/z=331.1. ¹H NMR (CDCl₃, majorrotamer) δ 8.12 (s, 1H), 8.01 (d, 1H), 7.76 (d, 1H), 7.57 (t, 1H), 7.50(m, 1H), 4.56 (m, 1H), 4.34 (m, 1H), 4.23 (m, 1H), 4.11 (m, 1H), 3.61(dd, 1H), 3.51 (d, 1H), 2.71 (d, 1H), 2.17 (m, 1H), 1.81 (m, 1H), 1.32(d, 3H).

Step H

(3R,5R)-5-Methyl-1-({[3-(trifluoromethyl)benzoyl]amino}acetyl)pyrrolidin-3-ylmethanesulfonate. To a solution ofN-{2-[(2R,4R)-4hydroxy-2-methylpyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide(1.50 g, 4.54 mmol) in dichloromethane (30 mL) and pyridine (1.83 mL,22.7 mmol) under nitrogen at 0° C. was added methanesulfonyl chloride(0.42 mL, 5.45 mmol) dropwise. After being stirred at 0° C. for twohours, the reaction was allowed to slowly warm to room temperature andstirred overnight. The mixture was diluted with NaHCO₃/H₂O and brine,dried over MgSO₄, filtered and concentrated to give the mesylate as abrown oil, 1.87 g (100%). LC/MS (M+H)⁺ m/z=409.0. ¹H NMR (CDCl₃, majorrotamer) δ8.12 (s, 1H), 8.01 (d, 1H), 7.78 (d, 1H), 7.59 (t, 1H), 7.29(bs, 1H), 5.33 (m, 1H), 4.37 (m, 1H), 4.18 (m, 2H), 3.86 (d, 1H), 3.76.(dd, 1H), 3.08 (s, 3H), 2.51 (m, 1H), 1.94 (m, 1H), 1.38 (d, 3H).

Step I

N-{2-[(2R,4S)-4-Azido-2-methylpyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.To a solution of the crude mesylate (1.87 g) in dry DMF (20 mL) wasadded sodium azide (1.50 g, 22.7 mmol). The mixture was stirred at60-65° C. for five hours, then 50° C. for twenty hours. Ethyl acetatewas added. The organic layer was separated, washed twice with water andthen with brine, dried over MgSO₄, filtered and concentrated to anorange oil. Chromatography on silica gel emting with 80% ethylacetate/hexane gave the aside as a yellow oil, 1.33 g (82%). LC/MS(M+H)⁺ m/z=356.1. ¹H NMR (CDCl₃, major rotamer) δ 8.12 (s, 1H), 8.00 (t,1H), 7.77 (d, 1H), 7.58 (t, 1H), 7.37 (bs, 1H), 4.35 (m, 2H), 4.17 (m,2H), 3.73 (dd, 1H), 3.50 (d, 1H), 2.39 (m, 1H), 1.87 (d, 1H), 1.43 (d,3H).

Step J

N-{2-[(2R,4S)-4-Amino-2-methylpyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.N-{2-[(2R,4S)-4-Azido-2-methylpyrrolidin-1-yl]-2oxoethyl}-3-(trifluoromethyl)benzamide(1.33 g, 3.74 mmol) was dissolved in ethanol (50 mL) and then 10% Pd—C(130 mg) was added to the solution. The flask was purged With hydrogenand then stirred under an atmosphere of hydrogen using a balloon forfour hours at which point, TLC indicated complete consumption ofstarting material. The reaction was then freshed with nitrogen andfiltered through Celite on a glass hit and washed with methanol. Thefiltrate was concentrated to give the desired amine as a dark brown oil,1.21 g (98%). LC/MS (M+H)⁺ m/z=330.1. ¹H NMR (CDCl₃) δ 8.12 (s, 1H),8.02 (d, 1H), 7.77 (d, 1H), 7.58 (t, 1H), 7.37 (bs, 1H), 4.16 (m, 3H),3.72 (m, 1H), 3.61 (m, 1H): 3.1 5 (m, 1H), 2.44 (m, 1H), 1.70-1.20 (m,3H), 1.43 (d, 3H); ¹⁹F NMR (CDCl₃) δ −63.12 (s).

Step K

N-(2-{(2R,4S)-4-[(4-Hydroxy-4-pyridin-2-ylcyclohexyl)amino]-2-methyl-pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.N-{2-[(2R,4S)-4-Amino-2-methylpyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide(200 mg, 0.607 mmol) and 4-hydroxy-4-pyridin-2-yl -cyclohexanone (116mg, 0.607 mmol) were dissolved in 2-propanol (10 mL). After stirring for30 minutes, sodium triacetoxyborohydride (257 mg, 1.21 mmol) was addedand the mixture was stirred at room temperature overnight. TLC indicatedcomplete conversion to desired products in about a 1:1 ratio of twoisomers. The reaction mixture was chromatographed on silica gel eiutingwith dichloromethane to 10% methanol/dichloromethane/0.5% ammoniumhydroxide to give 229 mg (75%) as a mixture of isomers. ¹H NMR (CDCl₃,mixture of isomers) δ 8.53 (m, 1H), 8.13 (bs, 1H), 8.02 (d, 1H), 7.75(m, 2H), 7.58 (t, 1H), 7.40 (m, 2H), 7.22 (ms 1H), 4.05-438 (m, 3H),3.80 (m, 1H), 3.56 (m, 1H), 3.42 (m, 1H), 3.19 (m, 1H), 3.04 (m, 1H),2.65 (m, 1H), 2.47 (m, 1H), 2.16 (m, 2H), 1.40-2.00 (m, 7H), 1.43 (d,3H). LCMS (M+H)⁺: Higher Rf isomer m/z=505.2; Lower Rf isomer m/z=505.2.

Example 60 Step A

tert-Butyl(2S,4R)-4-{[tert-Butyl(dimethyl)silyl]oxy}-2-(methoxymethyl)-pyrrolidine-1-carboxylate.Iodomethane (0.85 mL, 13.6 mmol) was added to a solution of tert-butyl(2S,4R)-4-{[tert-butyl(dimethyl)silyl]oxy}-2-(hydroxymethyl)pyrrolidine-1-carboxylate(1.50 g, 4.52 mmol) in dry DMF (15 mL) under nitrogen. Sodium hydride(0.22 g, 5.42 mmol, 60% dispersion in mineral oil) was added in portionsand the mixture was stirred overnight at room temperature-. The mixturewas diluted with ethyl acetate. The organic layer was separated, washedtwice with water and then brine, dried over MgSO₄, filtered andconcentrated to give 1.51 g. (96%) of methyl ether as a yellow oil.LC/MS (M-Boc+H)³⁰ m/z=246.2. ¹H NMR (CDCl₃) δ 4.38 (m, 1), 4.05 (m, 1H),3050 (m, 2H), 3.25-3.45 (m, 2H), 3.34 (s, 3H), 1.87-2.06 (m, 2H), 1.47(s, 9H), 0.87 (s, 9H), 0.06 (s, 6H).

B

N-{2-[(2S,4S)-4-[(4-hydroxy-4-pyridin-2-ylcyclohexyl)amino]-2-(methoxymethyl)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.The title compound was prepared from the intermediate of step Afollowing the procedures described for Example 59. Higher Rf isomer;LCMS m/z=532.2 (M+H); ¹H NMR (CDCl₃) δ 8.53 (d, 1H, 8.12 (s, 1H), 8.03(d, 1H), 7.77 (m, 1H), 7.72 (m, 1H), 7.58 (t, 1H), 7.47 (m, 1H), 7.34(m, 1H), 7.21 (M, 1H), 4.90 (m, 1H), 4.12-4.47 (m, 4H), 3.89 (dd, 1H),3.79 (dd, 1H), 3.54 (m, 2H), 3.38 (s, 3H), 3.03 (m, 1H), 2.40 (m, 1H),2.18 (m, 3h), 1.90 (m, 1H), 1.75 (m, 1H), 1.60 (m, 2H), 1.50 (m, 2H);¹⁹F NMR (CDCl₃) δ −63.11 (s). Lower Rf isomer: LCMS (M+H)⁺ m/z=535.2; ¹HNMR (CDCl₃) δ 8.53 (d, 1H), 8.12 (s, 1H), 8.02 (d, 1H), 7.78 (m, 1H),7.72 (m, 1H), 7.58 (t, 1H), 7.42 (m, 1H), 7.34 (m, 1H), 7.21 (m, 1H),4.12-4.48 (m, 4H), 3.83 (m, 2H), 3.68 (m, 1H), 3.56 (m, 1H), 3.38 (s,3H), 2.72 (m, 1H), 1H), 2.38 (m, 1H), 1.60-2.20 (m, 10H; ¹⁹F NMR (CDCl₃)δ −63.12 (s).

Example 61

N-(2-{(2S,4S)-2-(Ethoxymethyl)-4-[(4-hydroxy-4-pyridin-2-ylcyclohexyl)-amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.The title compound was prepared following the procedures described forExample 60. Higher Rf isomer: LCMS (M+H)^(+ m/z)=549.1; ¹H NMR (CDCl₃) δ8.51 (m, 1H), 8.10 (m, 1H), 7.999 (m, 1H), 7.70 (m, 2H), 7.32-7.60 (m,3H), 7.18 (m, 1H), 4.03-4.47 (m, 3H), 3.22-3.91 (m, 5H), 3.04 (m, 1H),1.70-2.47 (m, 7H), 1.51 (m, 4H), 1.21 (m, 4H).

Lower Rf isomer: LCMS (M+H)⁺ m/z=549.1; ¹H NMR (CDCl₃) δ 8.52 (m, 1H),8.11 (m, 1H), 8.00 (m, 1H), 7.73 (m, 2H), 7.55 (m, 1H), 7.39 (m, 2H),7.20 (m, 1H), 4.11-4.48 (m, 3H), 3.46-3.88 (m, 5H), 3.21 (m, 1H), 2.63(m, 1H), 2.38 (m, 1H), 1.55-1.98 (m, 10H), 1.20 (m, 3H).

Example Step A

tert-Butyl(2S,4R)-4-{[tert-Butyl(dimethyl)silyl]oxy}-2-(1-hydroxy-1-methylethyl)pyrrolidine-1-carboxylate.To a solution of 1-tert-butyl 2-methyl(2S,4R)-4-{[tert-butyl(dimethyl)silyl]oxy}pyrrolidine-1,2-dicarboxylate(1.00 g, 2.78 mmol) in dry THF (20 mL) at 0° C. was dropwise addedmethylmagnesium bromide solution (2.0 mL, 6.0 mmol, 3.0 M in ether) over5 minutes. After stirring for four hours, the mixture was wanned to roomtemperature and quenched with NH₄Cl/H₂O and extacted twice with ethylacetate. The organic extracts were dried over MgSO₄filtered andconcentrated to give 1.00 g (100%) of the title compound as a whitesolid. ¹ NMR (CDCl₃) δ 5.85 (s, 1H), 4.25 (s, 1H), 4.08 (t, 1H), 3.67(d, 1H), 3.18 (d, 1H), 1.94 (m, 1H), 1.60 (m, 1H), 1.45 (s, 9H), 1.15(s, 3H), 1.05 (s, 3H), 0.87 (s, 9H), 0.06 (s, 6H).

Step B

N-(2-{(2S,4S)-2-(1-Hydroxy-1-methylethyl)-4-[(trans-4-hydroxy-4-pyridin-2-ylcyclohexyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.The title compound was prepared from the alcohol of step A following theprocedures described for Example 59. Higher Rf isomer: LCMS (M+H)⁺m/z=549.3; ¹H NMR (CDCl₃) δ 8.53 (m, 1H), 8.13 (s, 1H), 8.01 (d, 1H),7.78 (d, 1H), 7.74 (t, 1H), 7.59 (t, 1H), 7.48 (d, 1H), 7.32 (m, 1H),7.22 (m, 1H), 4.19-4.40 (m, 3H), 3.98 (dd, 1H), 3.49 (m, 2H), 3.29 (m,1H), 3.08 (m, 1H), 2.10-2.45 (m, 8H), 1.71 (m, 2H), 1.24 (s, 3H), 1.21(s, 3H); ¹⁹F NMR (CDCl₃) δ −63.12 (s). Lower Rf isomer: LCMS (M+H)⁺m/z=549.3: ¹H NMR (CDCl₃) δ 8.52 (d, 1H), 8.12 (s, 1H), 8.01 (d, 1H),7.77 (d, 1H), 7.73 (m, 1H), 7.59 (t, 1H), 7.40 (d, 1H), 7.37 (m, 1H),7.22 (m, 1H), 5.14 (bs, 1H), 4.39 (m, 1H), 4.33 (m, 1H), 4.20 (m, 1H),3.97 (m, 1H), 3.72 (m, 1H), 3.40 (m, 1H), 2.74 (m, 1H), 1.70-2.35 (m,12H), 1.24 (s, 3H), 1.21 (s, 3H); ¹⁹F NMR (CDCl₃) δ −63.12 (s).

Example 63

N-(2-{(2S,4S)-2-[1-Hydroxyethyl]-4-[(4-hydroxy-4-pyridin-2-ylcyclohexyl)-amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.The title compound was prepared in a manner similar to that for Example62. MS (M+H)⁺ 535.

Example 64

N-{2-[(2S,4S)-4-[(4-Hydroxy-4-pyridin-2-ylcyclohexyl)amino]-2-(1-methoxy-1-methylethyl)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.The title compound was prepared starting from (tert-butyl(2S,4R)-4-{[tert-butyl(dimethyl)silyl]oxy}-2-(1-hydroxy-1-methylethyl)pyrrolidine-1-carboxylatefollowing the procedures described for Example 60. Higher Rf isomer:LC/MS (M+H)⁺ m/z=563.3; ¹H NMR (CDCl₃) δ8.55 (m, 1H), 8.14 (m, 1H), 8.04(m, 1H), 7.74 (m, 2H), 7.58-7.63 (m, 3H), 7.22 (m, 1H). 5.42-5.80 (bs,1H), 4.84 (bs, 1H), 4.15-4.43 (m, 3H), 3.96 (m, 1H), 3.42 (m, 1H), 3.22(m, 4H), 3.02 (m, 1H), 1.89-2.34 (m, 6H), 1.46-1.67 (m, 4H), 1.22 (m,6H). Lower Rf isomer: LC/MS (M+H)⁺ m/z=563.3; ¹H NMR (CDCl₃) δ 8.53 (m,1H), 8.15 (m, 1H), 8.03 (m, 1H), 7.74 (m, 2H), 7.35-7.61 (m, 3H), 7.22(m, 1H), 3.87-4.43 (m, 4H), 3.50 (m, 1H), 3.21 (m, 4H), 2.64 (m, 1H),2.27 (m, 1H), 1.67-1.98 (m, 9H), 1.22 (m, 6H).

Example 65

N-(2-{(2S,4S)-4[(4-Hydroxy-4-pyridin-2-ylcyclohexyl)amino]-2-[(1S)-1-methoxyethyl]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.The title compound was prepared in a fashion similar to that for Example64. MS (M+H)⁺ 549.

Example 66 Part A

1-tert-Butyl 2-Methyl(4R)-4-{[tert-butyl(dimethyl)silyl]oxy}-2-methylpyrrolidine-1,2-dicarboxylate.To a solution of 1-tert-butyl 2-methyl(2S,4R)-4-{[tert-butyl(dimethyl)silyl]oxy}pyrrolidine-1,2-dicarboxylate(5.11 g, 14.2 mmol) in dry THF (60 mL) at −78° C. was dropwise addedlithium bistrimethylsilylamide (17.0 mL, 17.0 mmol, 1.0 M in THF), Afterbeing stirred for 30 minutes, lodomethane (1.77 mL, 28.4 mmol) was thenadded, The mixture was stirred at −78° C. for one hour, warmed to 0° C.for one hour and finally quenched with NaHCO₃/H₂O. The resulting mixturewas extracted twice with ethyl acetate. The combined extracts were driedover MgSO₄, filtered and concentrated. The residue was chromatographedon silica gel eiuting with hexane to 5% ethyl acetate/hexane to provide2.66 g (50%) of a mixture of product isomers as a colorless oil. LC/MS(M-Boc+H)⁺ m/z=274.1. ¹H NMR (CDCl₃) δ 4.38 (m, 1H), 3.71 (m, 4H), 3.36(m, 1H), 1.84-2.35 (m, 2H), 1.61 (m, 3H), 1.44 (m, 9H), 0.88 (m, 9H),0.07 (m, 6H).

Step B

N-(2-{(4S)-4-[(4-Hydroxy-4-pyridin-2-ylcyclohexyl)amino]-2,2-dimethyl-pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.The title compound was prepared from 1-tert-butyl 2-methyl(4R)-4-{[tert-butyl(dimethyl)silyl]oxy}-2-methylpyrrolidine-1,2-dicarboxylatefollowing the procedures described for Example 59, Higher Rf homer:LC/MS (M+H)⁺ m/z=519.2; ¹H NMR (CD₃OD, bis-trifluoroacetate salt) δ 8.51(m, 1H), 8.18 (m, 2H), 7.63-7.90 (m, 4H), 7.27 (m, 1H), 4.15 (dd, 2H),3.98 (m, 1H), 3.55 (m, 1H), 3.28 (m, 2H), 2.92 (m, 1H), 2.38 (m, 2H),1.96-2.20 (m, 3H), 1.50-1.79 (m, 7H), 1.42 (s, 311). Lower Rf isomer:LC/MS (M+H)⁺ m/z=519.2; ¹H NMR (CD₃OD, bis-trifluoroacetate salt) δ 8.49(m, 1H), 8.21 (m, 1H), 8.14 (m, 1H), 7.65-7.90 (at, 4H), 7.25 (m, 1H),4.10 (m, 3H), 3.72 (m, 1H), 3.28 (m, 2H), 2.73 (m, 1H), 2.10 (m, 3H),1.82 (m, 2H), 1,73 (m, 4H), 1.58 (s, 3H), 1.45 (s, 3H).

Example 67 Step A

1-Benzyl 2-Methyl (2S,4R)-4-hydroxypyrrolidine-1,2-dicarboxylate.L-trans-4-Hydroxyproline methyl ester hydrochloride (9.70 g, 54.0 mmol)was dissolved in dry THF (180 mL) and triethylamine (7.53 mL, 54.0mmol). N-(Benzyloxycarbonyloxy)succinimide (13.5 g, 54.0 mmol) dissolvedis THF (70 mL) was slowly added to the solution. After stirring at roomtemperature overnight, the mixture was diluted with ethyl acetate andthe organic layer was washed successively with water and brine. Theorganic extracts were dried over Na₂SO₄, filtered, and concentrated. Theresidue was chromatographed on silica gel (30% to 70% ethylacetate/hexane) to provide 12.8 g (85%) of desired product as acolorless oil. LC/MS (M+H)⁺ m/z=280.0; ¹H NMR (CDCl₃) δ 7.33 (m, 5H),5.00-5.25 (m, 2H), 4.52 (m, 2H), 3.69 (m, 2H), 3.56 and 3.78 (s, 3H),2.05-2.40 (m, 2H).

Step B

1Benzyl 2-Methyl (2S,4R)-4-(benzyloxy)pyrrolidine-1,2-dicarboxylate.1-Benzyl 2-methyl (2S,4R)-4-hydroxypyrrolidine-1,2-dicarboxylate (6.60g, 23.6 mmol) was dissolved in dry THF (100 mL) and cooled to 0° C.under nitrogen. Sodium hydride (1.04 g, 26.0 mmol, 60% dispersion inmineral oil) was added in portions and the mixture was stirred for 15minutes. Tetra-n-butylammonium iodide (0.40 g, 1.0 mmol) and benzylbromide (3.15 mL, 26.0 mmol) were added and the mixture stirred for onehour at 0° C. and then one hour at room temperature. The mixture wasdiluted with ethyl acetate. The organic layer was washed with water andthen brine, dried over MgSO4, filtered, and concentrated. The residuewas chromatographed on silica gel (20% to 50% ethyl acetate/hexane) togive 4.21 g (4-8%) of benzyl ether, LC/MS (M+H)⁺ m/z=370.2; ¹H NMR(CDCl₃) δ 7.34 (m, 10H), 5.13 (m, 2H), 4.51 (m, 3H), 4.20 (m, 1H), 3.68(m, 2H), 3.54 and 3.78 (s, 3H), 2.45 (m, 1H), 2.11 (m, 1H).

Step C

Benzyl(2S,4R)-4-(Benzyloxy)-2-(1-hydroxy-1-methylethyl)pyrrolidine-1-carboxylate.1-Benzyl 2-methyl (2S,4R)-4-(benzyloxy)pyrrolidine-1,2-dicarboxylate(4.21 g, 11.4 mmol) was dissolved in dry THF (20 mL) under nitrogen andcooled to 0° C. Methylmagnesium bromide solution (8.4 mL, 25 mmol, 3.0 Min ether) was added dropwise. After stirring for twelve hours at 0° C.,the mixture was Warmed to room, temperature and quenched with NH₄Cl/H₂Oand extracted twice with ethyl acetate. The organic extracts were washedwith brine, dried over Na₂SO₄, filtered and concentrated. The residuewas chromatographed on silica gel (20% to 30% ethyl acetate/hexane) togive 2.47 g (59%) of the alcohol as a viscous oil. LC/MS (M+H)⁺m/z=370.1; ¹H NMR (CDCl₃) δ 7.33 (m, 10H), 5.55 (bs, 1H), 5.20 (s, 2H),4.50 (s, 2H), 4.19 (m, 1H), 4.05 (m, 2H), 3.31 (m, 1H), 2.27 (m, 1H),1.73 (m, 1H), 1.21 (s, 3H), 1.13 (s, 3H).

Step D

Benzyl (2S,4R)-4-(Benzyloxy)-2-isopropenylpyrrolidine-1carboxylate.Benzyl(2S,4R)-4-(benzyloxy)-2-(1-hydroxy-1-methylethyl)pyrrolidine-1-carboxylate(2.22 g, 6.01 mmol) was dissolved in toluene (40 ml) and triethylamine(10.0 mL, 72 mmol) under nitrogen. The mixture was cooled to −50° C. andthionyl chloride (0.44 mL, 6.0 mmol) was added dropwise. Alter stirringtor three hoots at. −30° C. the mixture was quenched by addition ofwater. The resulting mixture was extracted twice with ethyl acetate andthe organic extracts were washed with brine, dried over Na₂SO₄, filteredand concentrated. The residue was ehromatographed on silica gel (10% to20% ethyl acetate/hexane) to give 1.10 g (52%) of the olefin as a paleyellow oil. LC/MS M+H)⁺ m/z=352.2; ¹H NMR (CDCl₃) δ 7.35 (m, 10H), 5.16(m, 2H), 4.84 (m, 2H), 4.52 (m, 3H), 4.16 (m, 1H), 3.87 (m, 1H), 3.58(m, 1H), 2.29 (m, 1H), 1.94 (m 1H), 1.69 (m, 3H).

Step E

(2S,4R)-4-(Benzyloxy)-2-isopropylpyrrolidine. Benzyl(2S,4R)-4-(benzyloxy)-2-isopropenylpyrrolidine-1-carboxylate (100 g,2.84 mmol) was dissolved in ethanol (40 mL) and then 5% Pd—C (100 mg)was added to the solution. The flask was purged with hydrogen and thenshaken on a Parr under 53 psi atmosphere of hydrogen for 17 hours. Thereaction was then flushed with nitrogen and filtered through Cellte on aglass frit and washed with methanol. The filtrate was concentrated aridehromatographed on silica gel (1% rriethylamine/10% methanol/89% ethylacetate) to famish the amine as a pale yellow oil, 0.53 g (85%). LC/MS(M+H)⁺ m/z=220.2; ¹H NMR (CDCl₃) δ 7.33 (m, 5H), 4.49 (m, 2H)< 4.12 (m,1H), 3.19 (dd, 1H), 3.00 (m, 2H), 2.05 (m, 1H), 1.96 (bs, 1H)S L49 (m,2H), 1.00 (d, 3H), 0.91 (d, 3H).

Step F

N-{2-[(2S,4R)-4-Benzyloxy-2-isopropylpyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.(2S,4R)-4-(Benzyloxy)-2-isopropylpyrrolidine (0.410 g, 1.90 mmol) wasdissolved in dichloromethane (30 mL) under nitrogen.(3-Trifluoromethyl-benzoylamino)-acetic acid (0.462 g, 1.90 mmol) wasadded followed by EDC (0.394 g, 2.06 mmol) and the mixture was stirredat room temperature overnight. LC/MS revealed the reaction was not yetcomplete. More (3-Trifluoromethyl-benzoylamino)-acetic acid (0.12 g,0.48 mmoles) and more EDC (0.30 g, 1.6 mmoles) were added and stirringcontinued for 3 hours at room temperature, then at reflux for 1.5 hours.The mixture was chromatographed cm silica gel eluting with 30% ethylacetate/hexane to provide 0.66 g (79%) of the coupled product as acolorless oil. LC/MS (M+H)⁺ m/z=449.2; ¹H NMR (CDCl₃) δ 8.03 (m, 1H),7.76 (m, 1H), 7.58 (m, 2H), 7.34 (m, 5H), 4.52 (m, 2H), 4.03-4,34 (m,4H)s 3.65 (m, 1H), 3.48 (m, 1H), 2.54 (m, 1H), 2.12 (m, 1H), 1.92 (m,1H), 0.92 (d, 3H), 0.77 (d, 3H).

Step G

N-{2-[(2S,4R)-4-Hydroxy-2-isopropylpyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.N-{2-[(2S,4R)-4-Benzyloxy-2-isopropylpyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide(0.630 g, 1.40 mmol) was dissolved In methanol (60 mL) and thenpalladium hydroxide (90 mg) was added to the solution. The flask waspurged with hydrogen, and then stirred under an atmosphere of hydrogenusing a balloon. After three hours, TLC indicated complete consumptionof starting material. The reaction was then flushed with nitrogen andfiltered through Ceiite on a glass hit and washed with methanol. Thefiltrate was concentrated to give the desired alcohol as a white solid,0.52 g (100%). LC/MS (M+H)⁺ m-z=359.2; ¹H NMR (CDCl₃) δ 8.11 (m, 2H),7.53-7.82 (m, 3H), 4.04-4.52 (m, 4H), 3.63 (m, 1H), 3.43 (m, 1H), 2.50(ms 1H), 1.86-2.25 (m, 2H), 0.89 (d, 3H), 0.78 (d, 3H).

Step H

N-(2-{(2S,4S)-4-[(4-Hydroxy-4-pyridin-2-ylcyclohexyl)amino]-2-isopropyl-pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.The title compound was prepared from the above intermediate followingthe procedures described for Example 59. Higher Rf Isomer: LC/MS (M+H)⁺m/z=533.3; ¹H NMR (CD₃OD, bis-trifluoroacetate salt) δ 8.66 (m, 1H),8.20 (m, 3H), 7.94 (m, 2H), 7.74 (m, 1H), 7.59 (m, 1H), 4.36 (m, 2H),4.06-4.27 (m, 2H), 4.00 (m, 1H), 3.63 (m, 1H), 3.46 (m, 1H), 2.63 (m,1H), 2.50 (m, 1H), 2.34 (m, 4H), 1.76-2.05 (m, 5H), 0.96 (d, 3H), 0.93(d, 3H); Lower Rf isomer: LC/MS (M+H)⁺ m/z=533.2; ¹H NMR (CD₃OD,bis-trifluoroacetate salt) δ 8.66 (m, 1H), 8.24 (m, 3H), 7.96 (m, 2H),7.72 (m, 2H), 4.00-4.42 (m, 5H), 3.45 (m, 2H), 2.65 (m, 1H), 2.49 (m,1H), 2.22 (m, 4H), 1.95 (m, 5H), 0.96 (d, 3H), 0.91 (d, 3H).

The following Examples 68-71 were prepared in a manner similar toExample 67.

Example 68

N-{2-[(2S,4S)-4-({4-Hydroxy-4-[5-(methoxymethyl)pyridin-2-yl]cyclohexyl}-amino)-2-(methoxymethyl)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 579.

Example 69

N-{2-[(2S,4S)-4-[(4-{5-[(Dimethylamino)methyl]pyridin-2-yl}-4-hydroxy-cyclohexyl)amino]-2-(methoxymethyl)pyridin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 592.

Example 70

N-{2-[(2S,4S)-4-[(4-Hydroxy-4-pyridin-2-ylcyclohexyl)amino]-2-(isopropoxy-methyl)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.MS (M+H)⁺ 563.

Example 71

N-{2-[(2S,4S)-4-{[4-Hydroxy-4-(5-pyrimidin-2-ylpyridin-2-yl)cyclohexyl]amino}-2-(methoxymethyl)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide.MS (M+H) 613.3.

Example 72

N-(2-{(3S)-3-[[4-Hydroxy-4-(5-pyrazin-2-ylpyridin-2-yl)cyclohexyl](methyl)amino-9pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.N-[2-((3S)-3-{[4-Hydroxy-4-(5-pyrazin-2-ylpyridin-2-yl)cyclohexyl]amino}pyrrolidin-1-yl)-2-oxoethyl]-3-(trifluoromethyl)benzamide(29.0 mg, 0.051 mmol) and 37% aqueous formaldehyde (21 uL, 0.26 mmol)were dissolved in THF (1.0 mL). The mixture was evaporated to dryness.Then the residue was taken up in THF (1 mL) and sodium,triacetoxyborohydride (24 mg, 0.11 mmol) was added. After being stirredat room temperature overnight, the mixture was purified by HPLC toprovide the title compound (5.9 mg). MS (M+H) 583.3.

Example 73

N-(2-{(3S)-3-[{4-Hydroxy-4-[5-(1,3-oxazol-2-yl)pyridin-2-yl]cyclohexyl}(methyl)amino]pyrrolidin-1-yl}-2-oxoethyl)-3-(trifluoromethyl)benzamide.N-{2-[(3S)-3-({4-Hydroxy-4-[5-(1,3-oxazol-2-yl)pyridin-2-yl]cyclohexyl}amino)pyrrolidin-1-yl]-2-oxoethyl}-3-(trifluoromethyl)benzamide(45 mg, 0.081 mmol) and 37% aqueous formaldehyde (30 mg, 1.0 mmol) weredissolved in methylene chloride (5.6 mL). lite mixture was evaporated todryness. Then the residue was taken up in THF (1 mL) and sodiumtriacetoxyborohydride (38 mg, 0.18 mmol) was added. After being stirredat room temperature overnight, the mixture was purified by HPLC toprovide the title compound (27 mg). MS (M+H) 572.3.

Example 74 Step A

Methyl 1-[3-(Trifluoromethyl)phenyl]piperidine-4-carboxylate. Methylpiperidine-4-carboxylate (2.0 g, 14 mmol),1-bromo-3-(trifluoromethyl)benzene (1.5 g, 6.8 mmol), and potassiumtert-butoxide (0.76 g, 6.8 mmol) m a mixed solvent of toluene (20 mL)and DMF (4 ml) was added[1,1′-bis(diplhenylphosphino)ferrocene]dichloropalladium(II), complexwith dichloromethane (1:1) (0.3 g, 0.4 mmol) under nitrogen. The mixturewas heated at 130° C. in an oil bath overnight. After cooling to roomtemperature, the mixture was filtered through celite and diluted withEtOAc. The resulting solution was washed with saturated NaHCO₃. Theaqueous layer was extracted with EtOAc twice. The combined organiclayers were dried (MgSO₄), concentrated and flash chromatographed withEtOAc/hexanes (20% to 40%) to give 0.90 g of product. MS (M+H) 288.2.

Step B

1-[3-(Trifluoromethyl)phenyl]piperidine-4-carboxylic Acid. Methyl1-[3-(trifluoromethyl)Phenyl]piperidine-4-carboxylate (0.9 g, 3 mmol).was treated with the mixture of 2 M of sodium, hydroxide in water (10mL), THF (10 mL) and methanol (10 mL) at 50° C. for 1 h. After beingneutralized with concentrated HCl (pH=3), the solution was concentrated.The resulting residue was azeotropically treated with benzene for 3times to give the title compound which was used for the next reactionwithout purification. MS (M+H) 274.1.

Step C

tert-Butyl[(3S)-1-({1-[3-(Trifluoromethyl)phenyl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]carbamate.tert-Butyl (3S)-pyrrolidin-3-ylcarbamate (0.65 g, 3.5 mmol),1-[3-(trifluoromethyl)phenyl]piperidine-4-carboxylic acid (0.80 g, 2.9mmol), triethylamine (0.82 mL, 5.8 mmol) andbenzotriazol-1-yloxytris(dimethylamino)phosphonium hexafluorophosphate(1.4 g, 3.2 mmol) were mixed in dry methylene chloride (10 mL). Afterbeing stirred overnight, the reaction mixture was diluted with EtOAc andwashed with saturated NaHCO₃. The aqueous layer was extracted with EtOActhree times. The combined organic layers were dried (MgSO₄),concentrated and flash chromatographed (20% EtOAc/hexanes to 40%EtOAc/hexanes) to give 0.975 g of the desired product MS (M+H) 442.1.

Step D

(3S)-1-({1-[3-(Trifluoromethyl)phenyl]piperidin-4-yl}carbonyl)pyrrolidin-3-aminebis(trifluoroacetate. tert-Butyl[(3S)-1-({1-[3-(trifluoromethyl)phenyl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]carbamate(0.975 g, 2.21 mmol) was treated with trifluoroacetic acid (5 mL) andmethylene chloride (5 mL) for 1 h at room temperature. The solution wasconcentrated to give 1.75 g of product which was used for the next stepwithout purification.

Step E

1-Pyridin-2-yl-4-{[(3S)-1-({1-[3-(trifluoromethyl)phenyl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.(3S)-1-({1-[3-(Trifluoromethyl)phenyl]piperidin-4-yl}carbonyl)pyrrolidin-3-aminebis(trifluoroacetate) (110 mg, 0.20 mmol),4-hydroxy-4-pyridin-2-ylcyclohexanone (45 mg, 0.24 mmol), triethylamine(0.082 mL, 0.59 mmol), and sodium triacetoxybornhydride (83 mg, 0.39mmol) were mixed in methylene chloride (6 mL). After being stirredovernight, the reaction mixture was diluted with EtOAc and washed withsaturated Na₂CO₃. The aqueous layer was extracted with EtOAc threetimes. The combined organic layers were dried (MgSO₄), concentrated andpurified by silica gel column (EtOAc to 1% Et₃N/EtOAc to 5% Et₃N/EtOAc)to provide the title compound. LCMS (M+H)=517.2.

Example 75

1-(5-pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({1-[3-(trifluoromethyl)phenyl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.The title compound was prepared in a manner analogous to that describedfor Example 74. MS (M+H) 595.2.

Example 76

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({1-[3-(trifluoromethyl)phenyl]pyrrolidin-3-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.The title compound was prepared in a manner analogous to that describedfor Example 74. MS (M+H) 581.2.

Example 77

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({1-[3-(trifluoromethyl)phenyl]azetidin-3-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.The title compound was prepared in a manner analogous to that describedfor Example 74. MS (M+H) 567.2.

Example 78

Step A

1-[(Benzyloxy)carbonyl]piperidine-4-carboxylic acid. Triethylamine (8.1ml, 58 mmol) was added to a solution of piperidine-4-carboxylic acid (5g, 40 mmol) and benzyl chloroformate (7.9 g, 46 mmol) in dichloromethane(100 mL) in an ice-water batb. After being stirred overnight, thesolution was washed-with concentrated HQ arid brioe, dried over Na₂SO₄and concentrated. Chromatography on silica gel gave the title compound(10 g) as an oil. MS (M+H) 264.2.

Step B

Benzyl4-({(3S)-3-[(tert-Butoxycarbonyl)amino]pyrrolidin-1-yl}carbonyl)piperidine-1-carboxylate.A mixture of 1-[(benzyloxy))carbonyl]piperidine-4-carboxylic acid (5 g,20 mmol), tert-butyl (3S)-pyrrolidin-3-ylcarbamate (3.9 g, 21 mmol),benzotriazol-1-yloxytris(dimethylamino)phosphonium hexafluorophosphate(9.2 g, 21 mmol), and triethylamine (3.8 g, 38 mmol) in dichloromethane(100 mL) was stirred at room temperature overnight. The reactionsolution was washed with water, dried over Na₂SO₄, and concentrated. Theresidue was chromatographed on silica gel to give 7.5 g of product. MS(M+H) 432.2.

Step C

tert-Butyl [(3S)-1-Piperidin-4-ylcarbonyl)pyrrolidin-3-yl]carbamate. Amixture of benzyl4-({(3S)-3-[(tert-butoxycarbonyl)amino]pyrrolidin-1-yl}carbonyl)piperidine-1-carboxylate(7.5 g, 17 mmol) and palladium on carbon (800 mg, 8 mmol) in methanol(100 mL) was shaken under hydrogen at 50 psi overnight. The mixture wasfiltered through celite and the filtrate was concentrated to give 5.1 gof product as a white solid. MS (M+H) 298.2.

Step D

tert-Butyl[(3S)-1-({1-[6-(Trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]carbamate.A solution of 2-chloro-6-(trifluoromethyl)pyridine (1.8 g, 9.9 mmol),tert-butyl [(3S)-1-(piperidin-4-ylcarbonyl)pyrrolidin-3-yl]carbamate(2.97 g, 10. 0 mmol) and triethylamine (4.1 mL, 30 mmol) in DMF (50 mL)was heated at 100° C. for 4 hrs. After cooling down, ethyl acetate wasadded. The resulting solution was washed with brine several times, driedover Na₂SO₄ and concentrated. The residue was chromatographed on silicalgel to give the title compound (1.3 g) as a yellow solid. MS (M+H)443.2.

Step E

(3S)-1-({1-[6-(Trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-amine.tert-Butyl[(3S)-1-({1-[6-(trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]carbamate(1.3 g, 2.9 mmol) was dissolved in a 4 M solution of HCl in 1,4-dioxane(10 mL). After being stirred at room temperature for 1 hr, the solutionwas concentrated to give the desired product as HCl salt (0.6 g). MS(M+H) 343.1.

Step F

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({1-[6-(trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.A solution of(3S)-1-({1-[6-(trifluoromethyl)pyridin-P-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-amine(40 mg, 0.1 mmol),4-hydroxy-4-(5-pyrimidin-2-ylpyridin-2-yl)cyclohexanone (47 mg, 0.18mmol), sodium triacetoxyborohydride (50 mg, 0.23 mmol), andtriethylamine (35 mg, 0.35 mmol) in dichloromethane (10 mL) was stirredat room temperature overnight. The reaction mixture was passed through asilica gel pad. The filtrate was concentrated and purified by HPLC togive the cis- and trans-isomers. MS (M+H) 596.2 for both isomers.The following examples were prepared in a manner analogous to that forExample 78.

Example 79

1-Pyridin-2-yl-4-{[(3S)-1-({1-[6-(trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 518.2.

Example 80

1-(6-Pyrimidin-2-ylpyridin-3-yl)-4-{[(3S)-1-({1-[6-(trifluoromethyl)pyrimidin-4-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 597.3.

Example 81

1-Pyridin-2-yl-4-{[(3S)-1-({1-[6-(trifluoromethyl)pyrimidin-4-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 51.9.2.

Example 82

1-Pyridin-2-yl-4-{[(3S)-1-({1-[4-(trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 518.2.

Example 83

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({1-[4-(trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 596.2.

Example 84

1-[5-(1,3-Oxazol-2-yl)pyridin-2-yl]-4-{[(3S)-1-({1-[4-(trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 584.2.

Example 85

1-(5-Pyrazin-2-ylpyridin-2-yl)-4-{[(3S)-1-({1-[4-(trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 596.2.

Example 86

1-(5Methylpyridin-2-yl)-4-{[(3S)-1-({1-[4-)trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 532.2.

Example 87

1-(3,3′-Bipyridin-6-yl)-4-{[(3S)-1-({1-[4-(trifluoromethylpyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 595.3.

Example 88

1-(3,4′-Bipyridin-6-yl)-4-{[(3S)-1-({1-[4-(trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 595.3.

Example 89

1-(5-Methoxypyridin-2-yl)-4-{[(3S)-1-({1-[4-(trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 548.2.

Example 90

1-[5-(Methoxymethyl)pyridin-2-yl]-4-{[(3S)-1-({1-[4-(trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 562.2.

Example 91

6-(1-Hydroxy-4-{[(3S)-1-({1-[4-(trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexyl)nicotinamide.MS (M+H) 561.3.

Example 92

6-(1-Hydroxy-4-{[(3S)-1-({1-[4-(trifluoromethyl)pyridin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexyl)-N-methylnicotinamide.MS (M+H) 575.3.

Example 93

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({1-[4-(trifluoromethyl)pyrimidin-2-yl]piperidin-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 597.4.

Example 94

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({1-[6-(trifluoromethyl)pyridin-2-yl]pyrrolidin-3-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 582.2

Example 95

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({1-[5-(trifluoromethyl)pyridin-2-yl]pyrrolidin-3-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 582.3.

Example 96

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({1-[4-(trifluoromethyl)pyrimidin-2-yl]pyrrolidin-3-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 583.3.

Example 97

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({(3R)-1-[4-(trifluoromethyl)pyridin-2-yl]piperidin-3-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 596.4.

Example 98

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({(3S)-1-[4-(trifluoromethyl)pyridin-2-yl]piperidin-3-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 596.4.

Example 99

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({1-[4-(trifluoromethyl)pyridin-2-yl]azetidin-3-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.MS (M+H) 568.1.

Example 100

Step A

Ethyl 1-[4-(Trifluoromethyl)pyridin-2-yl]-1H-imidazole-4-carboxylate. Toa solution of methyl 1H-imidazole-4-carboxylate (417 mg, 3.3 mmol) inDMF (10 mL) was added sodium hydride (130 mg, 3.3 mmol). After beingstir for 1 h at room temperature, 2-chloro-4-(trifluoromethyl)pyridine(500 mg, 2.8 mmol) was added. The mixture was stirred at 80° C.overnight. After being cooled to room temperature, ethyl acetate wasadded. The solution was washed with brine several times, dried (MgSO₄)and concentrated. Chromatography on silica gel eluting withEtOAc/hexanes (1:1) afforded the title compound (120 mg). MS (M+H)272.1.

Step B

1-[4-(Trifluoromethyl)pyridin-2-yl]-1H-imidazole-4-carboxylic Acid. To asolution of methyl1-[4-(trifluoromethyl)pyridin-2-yl]-1H-imidazole-4-carboxylate (120 mg,0.44 mmol) in methanol (2.5 mL) was added a 5 M solution of sodiumhydroxide in water (2.5 mL) and the mixture was stirred at roomtemperature for 1 h. After removal of methanol under vacuum, theresulting solution was acidified with concentrated HCl (pH=5) andconcentrated. The residue was taken up in acetone and insolubles werefiltered off. The filtrate was evaporated to give the title compound(120 mg). MS (M+H)258.2.

Step C

tert-Butyl[(3S)-1-({1-[4-(Trifluoromethyl)pyridin-2-yl]-1H-imidazol-4-yl}carbonyl)pyrrolidin-3-yl]carbamate.To a solution of1-[4-(trifluoromethyl)pyridin-2-yl]-1H-imidazole-4-carboxylic acid (120mg, 0.47 mmol) in DMF (3 mL) was addedbenzotriazol-1-yloxytris(dimethylamino)phosphonium hexafluorophosphate(210 mg, 0.47 mmol) followed by triethylamine (0.20 mL, 1.4 mmol). Thereaction was stirred at room temperature overnight and purified by HPLCto give the title compound. MS (M+H) 426.3.

Step D

1-({(3S)-1-[4-(trifluoromethyl)pyridin-2-yl]-1H-imidazol-4-yl}carbony)pyrrolidin-3-amine.To a soluton of tert-butyl[(3S)-1-({1-[4-(trifluoromethyl)pyridin-2-yl]-1H-imidazol-4-yl}carbonyl)pyrrolidin-3-yl]carbamate(120 mg, 0.28 mmol) in methanol (2 mL) was added a 4.0 M soluton of HClin 1,4-dioxane (3.0 mL). After being stirred for 0.5 h, the solution wasconcentrated under vacuum to give the title compound. MS (M+H) 326.2.

Step E

1-(6-Pyrimidin-2-ylpyridin-3-yl)-4-{[(3S)-1-({1-[4-(trifluoromethyl)pyridin-2-yl]-1H-imidazol-4-yl}carbonyl)pyrrolidin-3-yl]amino}cyclohexanol.To a soluton of(3S)-1-({1-[4-(trifluoromethyl)pyridin-2-yl]-1H-imidazol-4-yl}carbonyl)pyrrolidin-3-amine(50 my, 0.15 mmol) and4-hydroxy-4-(6-pyrimidin-2-ylpyridin-3-yl)cyclohexanone (41 mg, 0.15mmol) in methylene chloride (3 mL) was added sodiumtriacetoxyborohydride (36 mg, 0.17 mmol) followed by triethylamine(0.086 mL, 0.61 mmol). After being stirred at room temperature for 2 h,EtOAc (50 mL) was added. The solution was washed with NaHCO₃ soluton andwater, dried (MgSO₄) and concentrated. Purification by HPLC provided twoisomers. MS (M+H) 579.3 for both isomers.

Example 101 Step A

2-Methyl-4-trifluoromethyl)pyridine 1-Oxide. to a soluton of2-methyl-4-(trifluoromethyl)pyridine (3.9 g, 24 mm0l) in methylenechloride (50 mL) was added m-chloroperbenzoic acid (7.0 g, 31 mmol).After being stirred at room temperature over night, the solution waswashed with 50 mL of 1 N NaOH. the water phase was back-extracted withmethylene chloride. The combined organic phases were dried over Na₂SO₄and concentrated under vacuum to give the title compound. MS (M+H)178.1.

Step B

[4-(Trifluoromethyl)pyridin-2-yl]methyl Acetate.2-Methyl-4-(trifluoromethyl)pyridine 1-oxide (4.0 g, 22 mmol) was addedto acetic anhydride (12 mL) at 120° C. The mixture was reflued for 1 h.To it was carefully added 10 mL of ethanol. Reflux was continued for 10min. the mixture was poured into ice, neutralized with NaHCO₃, andextracted with Et₂O. The organic layer was dried (MgSO₄) andconcentrated. Chromatography on silica gel (5:2 hexanes/EtOAc) providedthe product (3.4 g) as a brown oil. MS (M+H) 220.1.

Step C

[4-(Trifluoromethyl)pyridin-2-yl]methanol. To a solution of[4-(trifluoromethyl)pyridin-2-yl]methyl acetate (1.0 g, 3.2 mmol) inmethanol (10 mL) was added a 1.0 M soluton of sodium hydroxide in water(10 mL). After being stirred at room temperature overnight, the solutionwas diluted with 20 mL of water and extracted with EtOAc twice. Thecombined organic layers were dried (MgSO₄) and concentrated undervacuum. Chromatography on silica gel eluting with hexanes/EtOAc (1.1)afforded the title compound (0.34 g) as a clear oil. MS (M+H) 178.1.

Step D

{[4-(Trifluoromethyl)pyridin-2-yl]methoxy}acetic Acid. to a solution of[4-(trifluoromethyl)pyridin-2-yl]methanol (340 mg, 1.9 mmol) in DMF (10mL) was added sodium hydride (150 mg, 3.8 mmol). After being stirred atroom temperature for 5 min. 1,1-dimethylethyl bromoacetate (0.28 mL, 1.9mmol) was added. Stirring was continued at room temperature for 1 h.Water (20 mL) was added and the resulting solution was extracted withEtOAc. The water layer was neutralized to pH=5 with HCl and extractedwith EtOAc twice. The combined organic layers were dried (MgSO₄) andconcentrated under vacuum to give the title compound which was used forthe next reaction without purification. MS (M+H) 292.2.

Step E

tert-Butyl[(3S)-1-({[4-(Trifluoromethyl)pyridin-2-yl]methoxy}acetyl)pyrrolidin-3-yl]carbamate.To a solution of {[4-(trifluoromethyl)pyridin-2-yl]methoxy}acetic acid(450 mg, 1.9 mmol) and tert-butyl (3S)-pyrrolidin-3-ylcarbamate (360 mg,1.9 mmol) in DMF (10 mL) was addedbenzotriazol-1-yloxytris(dimethylamino)phosphonium hexafluorophosphate(880 mg, 2.0 mmol) followed by triethylamine (0.80 mL, 5.7 mmol). Afterbeing stirred at room temperature overnight, ethyl acetate was added.The solution was washed with 1 N NaOH and water. Purification on silicagel column eluting with EtOAc provided the title compound (300 mg) as aclear oil. MS (M+H) 404.3.

Step F

1-({[4-(Trifluoromethyl)pyridin-2-yl]meth9oxy}acetyl)pyrrolidin-3-amine.To a solution of tert-butyl[(3S)-1-({[4-(trifluoromethyl)pyridin-2-yl]methoxy}acetyl)pyrrolidin-3-yl]carbamate(300 mg, 0.74 mmol) in methanol (3 mL) was added a 4.0 M soluton of HClin 1,4-dioxane (6 mL). After being stirred for 0.5 h at roomtemperature, the solution was concentrated under vacuum to give thetitle compound. MS (M+H) 304.2.

Step G

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({[4-(trifluoromethyl)pyridin-2-yl]methoxy}acetyl)pyrrolidin-3-yl]amino}cyclohexanol.to a solution of(3S)-1-({[4-(trifluoromethyl)pyridin-2-yl]methoxy}acetyl)pyrrolidine-3-amine(47 mg, 0.15 mmol) and4-hydroxy-4-(5-pyrimidin-2-ylpyridin-2-yl)cyclohexanone (41 mg, 0.15mmol) in methanol (2 mL) and isopropanol (2 mL) was added sodiumtriacetoxyborohydride (36 mg, 0.17 mmol). After being stirred at roomtemperature overnight, EtOAc was added. The solution was washed withNaHCO₃ solution and water, dried (MgSO₄) and concentrated. Purificationby HPLC provided two isomers of the title compoind. MS (M+H) 557.2 forboth isomers.

Example 102

1-(5-Pyrimidin-2-ylpyridin-2-yl)-4-{[(3S)-1-({[4-(trifluoromethyl)2-phenyl]methoxy}acetyl)pyrrolidin-3-yl]amino}cyclohexanol.The title compound was prepared in a manner analogous to that forExample 101. MS (M+H) 556.3.

Pharmaceutical Applications of the Compounds of the Invention

The capacity of the novel compounds of the invention to antagonize CCR2function can be determined using a suitable screen (e.g., highthrough-put assay). For example, an agent can be tested in anextracellular acidification assay, calcium flux assay, ligand bindingassay or chemotaxis assay (see, for example, Hesselgesser et al., JBiol. Chem. 273(25): 15687-15692 (1998); WO 00/05265 and WO 98/02151).

In a practical assay, a CCR2 protein which can be isolated orrecombinantly derived is used which has at least one property, activityor functional charateristic of a mammalian CCR2 protein. The specificproperty can be a binding property (to, for example, a ligand orinhibitor), a signalling activity (e.g., activation of a mammalian Gprotein, induction of rapid and transient increase in the concentrationof cytosolic free calcium [Ca⁺⁺]i, cellular response function (e.g.,stimulation of chemotaxis or inflammatory mediator release byleukocytes), and the like.

In one embodiment, a composition containing a CCR2 protein or variantthereof is maintained under conditions suitable for binding. The CCR2receptor is contacted, with a compound to be tested, arid binding isdetected, or measured.

In alternate embodiments, the assay is a cell-based assay and cells areused which are stably or transiently transfected with a vector orexpression cassette having a nucleic acid sequence which encodes theCCR2 receptor. The cells are maintained under conditions appropriate forexpression of the receptor and are contacted with an agent underconditions appropriate for binding to occur. Binding can be detectedusing standard techniques. For example, the extent of binding can bedetermined relative to a suitable control. Also, a cellular fraction,such as a membrane fraction, containing the receptor can be used in lieuof whole cells.

Detection of binding or complex formation can be detected directly orindirectly. For example, the agent can be labeled with a suitable label(e.g., fluorescent label, label, isotope label, enzyme label, and thelike) and binding can be determined by detection of the label. Specificand/or competitive binding can be assessed by competition ordisplacement studies, using unlabeled agent or a ligand as a competitor.

The CCR2 antagonist activity of test agents (e.g., the3-cycloakylaminopyrrolidine compounds of formula I or II of theinvention) can be reported as the inhibitor concentration required for50% inhibition (IC₅₀ values) of specific binding in receptor bindingassays using ¹²⁵I-labeled MCP-1, as ligand, and Peripheral BloodMononuclear Cells (PBMCs) prepared from normal human whole blood viadensity gradient centrifugation. Specific binding is preferably definedas the total binding (e.g., total cpm on filters) minus the non-specificbinding. Non-specific binding is defined as the amount of cpm stilldetected in the presence of excess unlabeled competitor (e.g., MCP-1).

The human PBMCs described above can be used in a suitable binding assay.For example, 200,000 to 500,000 cells can be incubated with 0.1 to 0.2nM ¹²⁵ I-labeled MCP-1, with or without unlabeled competitor (10 nMMCP-1) or various concentrations of compounds to be tested, ¹²⁵I-labeledMCP-1, can be prepared by suitable methods or purchased from commercialvendors (Perkin Elmer, Boston Mass.), The binding reactions can beperformed in 50 to 250 μl of a binding buffer consisting of 1M HEPES pH7.2, and 0.1% BSA (bovine serum albumin), for 30 min at roomtemperature. The blading reactions can be terminated by harvesting themembranes by rapid filtration through glass fiber filters (Perkin Elmer)which can be presoaked in 0.3% polyethyleneimine or Phosphate BufferedSaline (PBS). The filters can be rinsed with approximately 600 μl ofbinding buffer containing 0.5 M NaCl or PBS, then dried, and the amountof bound radioactivity can be determined by counting on a Gamma Counter(Perkin Elmer).

The capacity of compounds to antagonize CCR2 function can also bedetermined in a leukocyte chemotaxis assay using suitable cells.Suitable cells include, Err example, cell lines, recombinant cells orisolated cells which express CCR2 and undergo CCR2 ligand-induced (e.g.,MCP-1) chemotaxis. The assay in use, utilizes human, peripheral bloodmononuclear cells, in a modified Boyden Chamber (Neuro Probe), 500,000cells in serum free DMEM media (in Vitrogen.) are Incubated with orwithout the inhibitors and warmed to 37° C. The chemotaxis chamber(Neuro Probe) is also prewarmed. 400 ul of warmed 10 nM MCP-1 is addedto the bottom chamber in all wells expect the negative control which hasDMEM added. An 8 micron membrane filter (Neuro Probe) is place on topand the chamber lid is closed. Cells are then added to the holes in thechamber lid which are associated with the chamber wells below the filtermembrane. The whole chamber is incubated at 37° C., 5% CO2 for 30minutes. The cells are then aspirated off the chanber lid opened, andthe filter gently removed. The top of the filter is washed 3 times withPBS and the bottom is left, untouched. The filter is air dried andstained with Wright Geirasa stain (Sigma). Filters are counted bymicroscopy. The negative control wells serve as background and aresubtracted from all values. Antagonist potency can be determined bycomparing the number of cell that migrate to the bottom chamber in wellswhich contain antagonist, to the number of cells which migrate to thebottom chamber in MCP-1 control wells.

When the binding assay protocol is used, the compounds of the presentinvention have IC50 in the range of about 0.01 to about 500 (nM). Inchemotaxis assays the compounds of the invention have IC50's in therange of about 1 to about 3000 (nM).

A method of modulating activity of a chemokine receptor comprising,contacting said chemokine receptor with a compound of claim. Chemokinereceptors to which the present compounds bind and/or modulate includeany chemokine receptor. In some embodiments, the chemokine receptorbelongs to the CC family of chemokine receptors including, for example,CCR1, CCR2, CCR3, CCR4, CCRS, CCR6, CCR7, and CCR8. In some embodiments,the chemokine receptor is CCR2. In some embodiments, the chemokinereceptor is CCR5. In some embodiments, the chemokine receptor bindsand/or modulates both CCR2 and CCR5.

As used herein, the term “contacting” refers to the bringing together ofindicated moieties in an in vitro system or an in vivo system. Forexample, “contacting” the chemokine receptor with a compound of theinvention includes the administration of a compound of the presentinvention to an individual or patient, such as a human, having achemokine receptor, as well as, for example, introducing a compound ofthe invention into a sample containing a cellular or purifiedpreparation containing the chemokine receptor.

The compounds of the invention can be selective. By “selective” is meantthat a compound binds to or inhibits a chemokine receptor with greateraffinity or potency, respectively, compared to at least one otherchemokine receptor, or preferably compared to all other chemokinereceptors of the same class (e.g., all othe CC-type receptors). In someembodiments, the compounds of the invention have binding or inhibitionselectivity for CCR2 or CCR5 over any other chemokine receptor.Selectivity can be at least about 10-fold. at least about 20-fold, atleast about 50-fold, at least about 100-fold, at least about 200-fold,at least about 500-fold or at, least about 1000-fold. Binding affinityand inhibitor potency can be measured according to routine methods itsdie art, such as according to the assays provided herein.

The present invention further provides methods of treating a chemokinereceptor-associated disease or disorder in an individual (e.g., patient)by administering to the individual in need of such treatment atherapeutically effective amount or dose of a compound of the presentinvention or a pharmaceutical composition thereof. A chemokinereceptor-associated disease can include any disease, disorder orcondition that is directly or indirectly linked to expression oractivity of the chemokine receptor. A chemokine receptor-associateddisease can also include arty disease, disorder or condition that can beprevented, ameliorated, or cured by modulating chemokine receptoractivity. A chemokine receptor-associated disease can farther includeany disease, disorder or condition that is characterized by binding ofan infectious agent such as a virus or viral protein with a chemokinereceptor. In some embodiments, the chemokme receptor-associated diseaseis a CCR5-associated disease such as HIV infection.

As used herein, the term “individual” or “patient,” usedinterchangeably, refers to any animal, including mammals, preferablymice, rats, other rodents, rabbits, dogs, cats, swine, cattle, sheep,horses, or primates, and most preferably humans. The compounds of theinvention can be administered to a mammal, such, as a human, but canalso be other mammals such as an animal in need of veterinary treatment,e.g., domestic animals (e.g., dogs, cats, and the like), farm animals(e.g., cows, sheep, pigs, horses, and the like) and laboratory animals(e.g., rats, mice, guinea pigs, and the like). The mammal treated in themethods of the invention is a mammal, male or female, in whom modulationof chemokine receptor activity is desired. The term modulation isintended to encompass antagonism (e.g., inhibition), agonism, partialantagonism, and/or partial agonism. In some embodiments, compounds ofthe present invention are antagonists (e.g., inhibitors) of chemokinereceptors.

In the present specification, the term “therapeutically effectiveamount” means the amount of the subject compound that will elicit thebiological or medical response of a tissue, system, animal or human thatis being sought by the researcher, veterinarian, medical doctor or otherclinician.

The compounds of the invention are administered in therapeuticallyeffective amounts to treat a disease for example such as rheumatoidarthritis. A therapeutically effective amount of a compound is thatamount which results in the inhibition of one or more of the processesmediated by the binding of a chemokine to a receptor such as CCR2 in asubject with a disease associated with aberrant leukocyte recruitmentand/or activation. Typical examples of such processes include leukocytemigration, integrin activation, transient increases in the concentrationof intracellular free calcium [Ca²⁺]i and granule release ofproinflammatory mediators. Alternatively, a therapeutically effectiveamount of a compound is the quantity required to achieve a desiredtherapeutic and/or prophylactic effect, such as an amount which resultsin the prevention of or a decrease in the symptoms associated with adisease associated with aberrant leukocyte recruitment and/oractivation.

Additional diseases or conditions of human or other species which can betreated with the inhibitors or modulators of chemokine receptor functionof the invention, include, but are not limited to: inflammatory orallergic diseases and conditions, including respiratory allergicdiseases such as asthma, allergic rhinitis, hypersensitivity lungdiseases, hypersensitivity pneumonitis, eosinophilic cellulitis (e.g.,Well's syndrome), eosinophilic pneumonias (e.g., Loeffler's syndrome,chronic eosinophilic pneumonia), eosinophilic fasciitis (e.g., Shulman'ssyndrome), delayed-type hypersensitivity, interstitial lung diseases(ILD) (e.g., idiopathic pulmonary fibrosis, or ILD associated withrheumatoid arthritis, systemic lupus erythematosus, ankylosingspondylitis, systemic sclerosis, Sjogren's syndrome, polymyositis ordermatomyositis); systemic anaphylaxis or hypersensitivity responses,drug allergies (e.g., to penicillin, cephalosporins),eosinophilia-myalgia syndrome due to the ingestion of contaminatedtryptophan. Insect sting allergies; autoimmune diseases, such asrheumatoid arthritis, psoriatic arthritis, multiple sclerosis, systemiclupus erythematosus, myasthenia gravis, juvenile onset diabetes;glomerulonephritis, autoimmune thyroiditis, Behcet's disease, graftrejection (e.g., in transplantation), including allograft rejection orgrafs-versus-host disease; inflammatory bowel diseases, such as Crohn'sdisease and ulcerative, colitis; spondyloarthropathies; scleroderma;psoriasis (including T-cell mediated psoriasis) and inflammatorydermatoses such as an dermatitis, eczema, atopic dermatitis, allergiccontact dermatitis, urticaria; vasculitis (e.g., necrotizing, cutaneous,and hypersensitivity vasculitis); eosinophilic myositis, eosinophilicfasciitis; cancers with leukocyte infiltration of the skin or organs.Other diseases or conditions in which undesirable inflammatory responsesare to be inhibited can be treated, including, but not limited to,repertusion injury, atherosclerosis, restenosis, certain hematologicmalignancies, cytokine-induced toxicity (e.g., septic shock, endotoxicshock), polymyositis, dermatomyositis.

In some embodiments, the chemokine receptor-associated diseases,disorders and conditions include inflammation and inflammatory diseases,immune disorders, cancer, and viral infections. Example inflammatorydiseases include diseases having an inflammatory component such usasthma, allergic rhinitis, restenosis, atherosclerosis, multiplesclerosis, Crohn's disease, ulcerative colitis, hypersensitivity lungdiseases, neuropathic pain, hypersensitivity pneumonitis, eosinophilicpneumonias, delayed-type hypersensitivity, asthma, interstitial lungdisease (ILD) (e.g., idiopathic pulmonary fibrosis, or ILD associatedwith rheumatoid arthritis, systemic lupus erythematosus, ankylosingspondylitis, systemic sclerosis, Sjogren's syndrome, polymyositis ordermatomyositis), eye disorders (e.g., retinal neurodegeneration,choroidal neovascularization, etc.), obesity, and the like. Exampleimmune disorders include rheumatoid arthritis, psoriatic arthritis,systemic lupus erythematosus, myastenia gravis, diabetes (e.g., juvenileonset diabetes), insulin resistance; glomerulonephritis, autoimmunethroiditis, organ transplant rejection including allograft rejection andgraft-versus-host disease. Example cancers include cancers such asbreast cancer, ovarian cancer, multiple myeloma and the like that arecharacterised by infiltration of macrophages (e.g., tumor associatedmacrophages, TAMs) into tumors or diseased tissues. Example viralinfections include HIV infection.

One or more additional pharmaceutical agents such as, for example,antibodies, anti-inflammatory agents, immunosuppressants,chemotherapeutics can be used in combination with the compounds of thepresent invention for treatment of chemokine receptor-associateddiseases, disorders or conditions. The agents can be combined with thepresent compounds in a single dosage form, or the agents can beadministered simultaneously or sequentially as separate dosage forms.

One or more additional pharmaceutical agents such as, for example,anti-viral agents, antibodies, anti-inflammatory agents, and/orimmunosuppressants can be used in combination with the compounds of thepresent invention for treatment of chemokine receptor-associateddiseases, disorders or conditions. Tire agents can be combined with thepresent compounds in a single dosage form, or the agents can beadministered simultaneously or sequentially as separate dosage forms.

Suitable antiviral agents contemplated for use in combination with thecompounds of the present invention can comprise nucleoside andnucleotide reverse transcriptase inhibitors (NRTIs) non-nucleosidereverse transcriptase inhibitors (NNRTIs), protease inhibitors and otherantiviral drugs.

Example suitable NRTIs include zidovudine (AZT); didanosine (ddl);zalcitabine (ddC); stavudine (d4T); lamivudine (3TC); abacavir(1592U89); adefovir dipivoxil [bis(POM)-PMEA]; lobucavir (BMS-180194);BCH-10652, emitricitabine [(−)-FTC]; beta-L-FD4 (also called beta-L-D4Cand named bets-L-2 ′, 3′-dicleoxy-5-fluoro-cytidene); DAPD,((−)-beta-D-2,6,-diamino-purine dioxolane); and lodenosine (EddA).

Typical suitable NNRTIs include nevirapine (BI-RG-587); delaviradine(BHAP, U-90152); efavirenz (DMP-266); PNU-142721; AG-1549; MKC-442(1-(ethoxy-methyl)-5-(1-methylethyl)-6-(phenylmethyl)-(2,4(1H,3H-pyrimidinedione); and (+)-calanolide A (NSC-675451) and B.

Typical suitable protease inhibitors include saquinavir (Ro 31-8959);ritonavir (ABT-538); indinavir (MK-639); nelfnavir (AG-1343); amprenavir(141W94); lasinavir (BMS-234475); DMP-450; BMS-2322623, ABT-378; andAG-1 549.

Other antiviral agents include hydroxyurea, ribavirin, IL-2, IL-12,pentafuside and Yissum Project No. 11607.

In some embodiments, anti-inflammatory or analgesic agents contemplatedfor use in combination with the compounds of the present invention cancomprise, for example, an opiate agonist, a lipoxygenase inhibitor suchas an inhibitor of 5-lipoxygenase, a cyclooxygenase inhibitor such as acyclooxygenase-2 inhibitor, an interleukin inhibitor such as aninterleukin-1 inhibitor, an NNMA antagonist, an inhibitor of nitricoxide or an inhibitor of the synthesis of nitric oxide, a non-steroidalantiinflammatory agent, or a cyctokine-suppressing antiinflammatoryagent, for example, such as acetaminophen, asprin, codiene, fentanyl,ibuprofen, indomethacin, ketorolac, morphine, naproxen, phenacetin,piroxicam, a steroidal analgesic, sufentanyl, sunlindac, tenidap, andthe like. Similarly, the instant compounds can be administered with apain reliever; a potentiator such as caffeine, an H2-antagonist,simethicone, aluminum or magnesium hydroxide; a decongestant such asphenylephrine, phenylpropanolamine, pseudophedrine, oxymetazoline,ephinephrine, naphazoline, xylometazoline, propylhexedfine, orlevo-desoxyephedrine; an antitussive such as codeine, hydrocodone,caramiphen, carbetapentane, or dextramethorphan; a diuretic; and asedating or non-sedating antihistamine.

In some embodiments, pharmaceutical agents contemplated for use incombination with the compounds of the present invention can comprise,(a) VLA-4 antagonists such as those described in U.S. Pat. No.5,510,332, W095/15973, W096/01644, W096/06108, W096/20216, W096/229661,W096/31206, W096/4078, W097/O30941, W097/022897 WO 98/426507 W098/53814,W098/53817, W098/538185, W098/54207, and W098/58902; (b) steroids suchas beclornethasone, methylpi-ednisoione, betamethasone, prednisone,dexamethasone, and hydrocortisone; (e) immunosuppressants such ascyclosporin , tacrolimus, rapamycin and other FK506 typeimmunosuppressants; (d) antihistamines (H1-histamine antagonists) suchas bromopheniramine, chlorpheniramine, dexchlorpheniramine,triproiidine, clemastine, diphenhydramine, diphenylpyraline,tripelennamine, hydroxyzine, methdilazine, promethazine, trimeprazine,azatadine, cyproheptadine, antazoline, pheniramine pyrilarnine,asternizole, terfenadine, loratadine, cetirizine, fexofenadine,desearboethoxyloratadine, and the like; (e) non-steroidalanti-asthmatics such as terbutaline, metaproterenol, fenoterol,isoethaiine, albuterol, bitolterol, pirbuterol, theophylline, cromolynsodium, atropine, ipratropium bromide, leukotriene antagonists (e.g.,zafirlnkast, montelukast, pranlukast, iralukast pobilukast,SKB-106,203), leukotriene biosynthesis inhibitors (e.g., zileuton,BAY-1005); (f) nonsteroidal antiinflammatory agents (NSAIDs) such aspropionic acid derivatives (e.g., aiminoprofen, benoxaprofen, bucloxicacid, carprofen, fenbufen, fenoprofen, fluprofen, flurbiprofen,ibuprofen, indoprofen, ketoprofen, miroprofen, naproxen, oxaprozin,pirprofen, pranoprofen, suprofen, tiaprofenic acid, and tioxaprofen),acetic acid derivatives (e.g., indomethacin, acernetacin, alclofenac,clidanac, diclofenac, fenclofenac, fenclozic acid, fentiazac, furofenac,ibufenac, isoxepac, oxpinac, sulindac, tiopinac, tolmetin, zidometacin,and zomepirac), fenamic acid derivatives (flufenarnic acid, meclofenamicacid, mefenamic acid, niflumic acid and tolfenarnic acid),biphenylcarboxylic acid derivatives (diflunisal and flufenisal),Oxicarns (isoxicarn, piroxicam, sudoxicam and tenoxican), salicylates(acetyl salicylic acid, sulfasalazine) and the pyrazolones (apazone,bezpiperylon, feprazone, mofebutazone, oxyphenbutazone, phenylbutazone);(g) cyclooxygenase-2 (COX-2) inhibitors; (h) inhibitors ofphosphodiesterase type IV (PDE-IV): (i) other antagonists of thechemokine receptors, especially CXCR-4, CCR1, CCR2, CCR3 and CCR5; (j)cholesterol lowering agents such as HMG-CoA reductase inhibitors(lovastatin, sirrivastatin and pravastatin, fluvastatin, atorvastatin,and other statins), sequestrants (cholestyramine and colestipol),nicotinic acid, fenofibric acid derivatives (gemfibrozil, clofibrat,fenofibrate and benzafibrate), and probucol; (k) anti-diabetic agentssuch as insulin, sulfonylureas, biguanides (metformin), U-glucosidaseinhibitors (acarbose) and orlitazones (troglitazone and pioglitazone);(1) preparations of interferon beta (interferon beta-lo,interferon-beta-1 P); (m) other compounds such as aminosalicylic acids,antimetabolites such, as azathioprine and 6-mercaptopurine, andcytotoxic cancer chemotherapeutic agents. The weight ratio of thecompound of the compound of the present invention to the second activeingredient may be varied and will depend upon the effective dose of eachingredient.

Rheumatoid arthritis (RA) patients, treated aggressively with diseasemodifying agents (methotrexate, antimalarials, gold, penicillamine,sulfasalazine, dapsone, leflunamide, or bloiogicals), can achievevarying degrees of disease control, including complete remissions. Theseclinical responses are associated with improvement in standardizedscores of disease activity, specifically the ACR criteria whichincludes: pain, function, number of tender joints, number of swollenjoints, patient global assessment, physician global assessment,laboratory measures of inflammation (CRP and ESR), and radiologicassessment of joint structural damage. Current disease-modifying drugs(DMARDs) require continued administration to maintain optimal benefit.Chronic dosing of these agents is associated with significant toxicityand host defense compromise. Additionally, patients often becomerefractory to a particular therapy and require an alternative regimen.For these reasons, a novel, effective therapy which allows withdrawal ofstandard DMARDs would be a clinically important advance.

Patients with significant response to anti-TNF therapies (infliximab,etanercept, adalimumab), anti-IL-1 therapy (kinaret) or other diseasemodifying anti-rheumatic drugs (DMARDs) including but not limited tomethotrexate, cyclosporine, gold salts, antimalarials, penicillamine orleflunamide, who have achieved clinical remission of disease can betreated with a substance that inhibits expression and/or activity ofCCR2 including, for example, nucleic acids (e.g., antisense or siRNAmolecules), proteins (e.g., anti-CCR2 antibodies), small moleculeinhibitors (e.g., the compounds disclosed herein and other chemokinereceptor inhibitors known in the art).

In some embodiments, the substance that inhibits expression and/oractivity of CCR2 is a small molecule CCR2 inhibitor (or antagonist). TheCCR2 antagonist can be dosed orally q.d. or b.i.d at a dose not toexceed about 500 mgs a day. The patients can be withdrawn from or have adecrease In the dosage of their current therapy and would be maintainedon treatment with she CCR2 antagonist. Treating patients with acombination of CCR2 antagonist and their current therapy can be carriedout for, for example, about one to about two days, before discontinuingor dose reducing the DMARD and continuing on CCR2 antagonist.

Advantages of substituting traditional. DMARDS with CCR2 antagonists arenumerous. Traditional DMARDs have serious cumulative dose-limiting sideeffects, the most common being damage to the liver, as well asimmunosuppressive actions. CCR2 antagonism is expected to have animproved long-term safety profile and will not have similarimmunosuppressive liabilities associated with traditional DMARDs.Additionally, the half-life of the biologicals is typically days orweeks, which is an issue when dealing with adverse reactions. Thehalf-life of an orally bioavailable CCR2 antagonist is expected to be onthe order of hours so the risk of continued exposure to the drug afteran adverse event is very minimal as compared to biological agents. Also,the current biologic agents (infliximab, etanercept, adalimumab,kinaret) are typically given either i.v. or s.c, requiring doctor'sadministration or patient self-injection. This leads to the possibilityof infusion reaction or injection site reactions. These are avoidableusing an orally administered CCR2 antagonist.

The compounds of the invention can be administered in such oral dosageforms as tablets, capsules (each of which includes sustained release ortimed release formulations), pills, powders, granules, elixirs,tinctures, suspensions, syrups, and emulsions. They may also beadministered in intravenous (bolus or infusion), intraperitoneal,subcutaneous, or intramuscular form, ah using dosage forms well known tothose of ordinary skill in the pharmaceutical arts. They can beadministered alone, but generally will be administered with apharmaceutical carrier selected on the basis of the chosen route ofadministration and standard pharmaceutical practice.

The dosage regimen for the compounds of the present invention will, ofcourse, vary depending upon known factors, such as the pharmacodynamiccharacteristics of the particular agent and its mode and route ofadministration; the metabolic stability, rate of excretion, drugcombination, and length of action of that compound the species, age,sex, health, medical condition, and weight of the recipient; the natureand extent of the symptoms; the kind of concurrent treatment; thefrequency of treatment; the specific route of administration, the renaland hepatic function of the patient, and the desired effect. A physicianor veterinarian can determine and prescribe the effective amount of thedrug required to prevent, counter, or arrest, the progress of thespecific disorder for which treatment is necessary.

Generally, the daily oral dosage of each active ingredient, when usedfor the indicated effects, will range between about 0.0001 to 1000 mg/kgof body weight, preferably between about 0.001 to 100 mg/kg of bodyweight per day, and most preferably between about 0.1 to 20 mg/kg/day.For intravenous use, the most preferred doses will range from about 0.1to about 10. mg/kg/minute during a constant rate infusion. For oraladministration, the compositions are preferably provided in the form oftablets containing 1.0 to 1000 milligrams of the active ingredient,particularly 1.0, 5.0, 10.0, 15.0. 20.0, 25.0, 50.0, 75.0, 100.0, 150.0,200.0, 250.0, 300.0, 400.0, 500.0, 600.0, 750.0, 800.0, 000.0, and1000.0 milligrams of the active ingredient, for the symptomaticadjustment of the dosage to the patient to be treated. The compounds maybe administered on a regimen of 1 to 4 times per day, preferably once ortwice per day.

The compounds of the instant invention can also be administered inintranasal form via topical use of suitable intranasal vehicles, or viatransdermal routes, e.g., by using transdermal skin patches. Whenadministered in the form of a transdermal delivery system, the dosageadministration can be continuous rather than intermittent throughout thedosage regimen.

The compounds of the invention are typically administered in admixturewith suitable pharmaceutical diluents, excipients, or carriers(collectively referred, to herein as pharmaceutical carriers) suitablyselected with respect to tire intended form of administration, that Is,oral tablets, capsules, elixirs, syrups and die like, and consistentwith conventional pharmaceutical practices.

For instance, for oral administration in the form of a tablet orcapsule, the active drug component can be combined with an oral,non-toxic, pharniaceuticaLly acceptable. Inert carrier such as lactose,starch, sucrose, glucose, methyl cellulose, magnesium stearate, dicaliumphosphate, calcium sulfate, mannitol, sorbitol and the like. For oraladministration in liquid form, the oral drug components can be combinedwith any oral, non-toxic, pharmaceutically acceptable inert carrier suchas ethanol, glycerol, water, and the like. Additionally, when desired ornecessary, suitable hinders, lubricants, disintegrating agents, andcoloring agents can also be incorporated into the mixture. Suitablehinders include starch, gelatin, natural sugars such as glucose orβ-lactose, corn sweeteners, natural and synthetic gums such as acacia,tragacanth, or sodium alginate, carboxymethylcellulose, polyethyleneglycol, waxes, and the like. Lubricants used in these dosage formsinclude sodium oleate, sodium stearate, magnesium stearate, sodiumbenaoate, sodium acetate, sodium chloride, and the like. Disintegratorsinclude, without limitation, starch, methyl cellulose, agar, bentonite,xanthan gum, and the like.

The compounds of the present invention can also be provided to a patientin the form of liposome delivery systems, such as small unilameliarvesicles, large unilamellar vesicles, and multilamellar vesicles.Liposomes can be formed from a variety of phospholipids, such ascholesterol, stearylamine, or phosphatidylcholines.

The compounds of the present invention may also be coupled with solublepolymers as targetable drug carriers. Such polymers can includepolyvinylpyrrolidone, pyran copolymer,polyhydroxypropylmethacrylamide-phenol,polyhydroxyethylaspartamidephenol, or poly-ethyleneoxide-polylysinesubstituted with palmitoyl residues. Furthermore, the compounds of thepresent invention may be coupled to a class of biodegradable polymersuseful in achieving controlled release of a drug, for example,polylactlc acid, polyglycolic acid, copolymers of polylactic andpolyglycolic acid, polyepsilon caprolactone, polyhydroxy butyric acid,polyorthoesters, polyacetals, polydihydropyrans, and crosslinked oramphipathic block copolymers of hydrogels.

Dosage forms for the compounds of the invention suitable foradministration may contain from about 0.1 milligram to about 100milligrams of active ingredient per dosage unit. In these pharmaceuticalcompositions the active ingredient will ordinarily be present in anamount of about 0.5-95% by weight based on the total weight of thecomposition.

Gelatin capsules can also be used as dosage forms and may contain theactive ingredient and powdered carriers, such as lactose, starch,cellulose derivatives, magnesium stearate, stearic acid, and the like.Similar diluents can be used to make compressed tablets. Both tabletsand capsules can be manufactured as sustained release products toprovide for continuous release of medication over a period of hours.Compressed tablets can be sugar coated or film coated to mask anyunpleasant taste and protect the tablet from the atmosphere, or entericcoated for selective disintegration in the gastrointestinal tract.

When using liquid dosage forms for oral administration they can containcoloring and flavoring to increase patient acceptance.

Generally, water, a suitable oil, saline, aqueous dextrose (glucose),and related sugar solutions and glycols such as propylene glycol orpolyethylene glycols are suitable carriers for parenteral solutions.Solutions for parenteral administration preferably contain a watersoluble salt of the active ingredient, suitable stabilizing agents, andif necessary, buffer substances. Aniloxidizing agents such as sodiumbisulfite, sodium sulfite, or ascorbic acid, either alone or combined,are suitable stabilizing agents. Also used are citric acid and its saltsand sodium EDTA. In addition, parenteral solutions can containpreservatives, such as benzalkonium chloride, methyl- or propyl-paraben,and chlorobutanol. Suitable pharmaceutical carriers are described inRemington's Pharmaceutical Sciences, Mack Publishing Company, a standardreference text in the field of pharmacology. The pharmaceuticalcompositions of the invention may also be in the form of oil-in-wateremulsions. The oily phase may be a vegetable oil, for example olive oilor arachis oil, or a mineral oil, for example liquid paraffin ormixtures of these. Suitable emulsifying agents may benaturally-occurring gums, for example gum acacia or gum tragacanth,naturally-occurring phosphatides, for example soy bean, lecithin, andesters or partial esters derived from fatty acids and hexitolanhydrides, for example sorbitan monooleate, and condensation productsof the said partial esters with ethylene oxide, for example polyoxyethylene sorbitan monooleate. The emulsions may also contain sweeteningand flavoring agents.

The compounds of the present invention may also be administered in theform of suppositories for rectal administration of the drug. Thesecompositions can be prepared by mixing the drug with a suitablenon-irritating excipient which is solid at ordinary temperatures barliquid at the rectal temperature and will therefore melt in the rectumto release the drug. Such materials are cocoa butter and polyethyleneglycols.

For topical use, creams, ointments, jellies, solutions or suspensions,etc., containing the compounds of the present invention are employed. Asused herein, topical application is also meant to include the use ofmouth washes and gargles.

The pharmaceutical compositions and methods of the present invention mayfurther comprise other therapeutically active compounds which areusually applied in the treatment of the above mentioned pathologicalconditions.

Representative useful pharmaceutical dosage-forms for administration ofthe compounds of this invention can be illustrated as follows:

Capsules

A large number of unit capsules can be prepared by filling standardtwo-piece hard gelatin capstdes each with 50 milligrams of powderedactive ingredient, 100 milligrams of lactose, 25 milligrams ofcellulose, and 3 milligrams magnesium stearate.

Soft Gelatin Capsules

A mixture of active ingredient in a digestible oil such as soybean oil,cottonseed oil or olive oil may be prepared and injected by means of apositive displacement pump into gelatin to farm soil, gelatin capsulescontaining 75 milligrams of the active ingredient. The capsules shouldbe washed and dried.

Tablets

Tablets may be prepared by conventional procedures so that the dosageunit is 75 milligrams of active ingredient, 0.15 milligrams of colloidalsilicon dioxide, 4 milligrams of magnesium stearate, 250 milligrams ofmicrocrystalhnc cellulose, 9 milligrams of starch and 75 milligrams oflactose. Appropriate coatings well known to one skilled in the art maybe applied to increase palatabiiity or delay absorption.

Injectable

A parenteral composition suitable for administration by injection may beprepared by stirring 1.0% by weight of active ingredient in 8% by volumepropylene glycol and water. The solution should be made isotonic withsodium chloride and sterilized.

Suspension

An aqueous suspension can be prepared for oral administration so thateach 5 mL contain 75 mg of finely divided active ingredient, 150 mg ofsodium carboxymethyl cellulose, 3.75 mg of sodium benzoate, 0.75 g ofsorbitol solution, U.S.P., and 0.015 mL, of vanillin.

Example A

This example describes a procedure to evaluate the efficacy of CCR2antagonists for treatment of rheumatoid arthritis.

An animal model of rheumatoid arthritis can be induced in rodents byinjecting them with type II collagen in selected adjuvants. Three seriesof rodent groups consisting 15 genetically-susceptible mice or rats pergroup are injected sub-cutaneously or intra-dermally with type IIcollagen emulsified in Complete Freund's Adjuvant at days 0 and 21. Oneseries of rodents additionally receives phosphate buffered saline (PBS)and Tween 0.5% i.p. at the initial sensitization, and at differentdosing schedules thereafter. A second series consists of groups ofrodents receiving different doses of the CCR2 antagonists) given eitherintra-peritoneally, intravenously, sub-cutaneously, intra-muscularly,orally, or via any other mode of administration at the initialsensitization, and at different dosing schedules thereafter. A thirdseries of rodents, serving as positive control, consists of groupstreated with either mouse IL-10 i.p., or anti-TNF antibodies i.p. at theinitial sensitization, and at different dosing schedules thereafter.

Animals are monitored from weeks 3 til 8 for the development of swollenjoints or paws, and graded on a standard disease severity scale. Diseaseseverity is confirmed by histological analysis of joints.

Another aspect of the present invention relates to radio-labeledcompounds of the invention that would be useful not only inradio-imaging but also in assays, both, in vitro and in vivo, forlocalising and quantitating the chemokine receptor in tissue samples,including human, and for identifying chemokine receptor ligands byinhibition binding of a radio-labeled compound. Accordingly, the presentinvention includes, chemokine receptor assays that contain suchradio-labeled compounds.

The present invention further includes isotopically-isbeled compounds ofthe invention. An “isotopically” or “radio-labeled” compound is acompound of the invention where one or more atoms are replaced orsubstituted by an atom having an atomic mass or mass number differentfrom tire atomic mass or mass number typically found in nature (i.e.,naturally occurring). Suitable radionuclides that may be incorporated incompounds of the present invention include but are not limited to ²H(also written as D for deuterium), ³H (also written as T for tritium),¹¹C, ¹³C, ¹⁴C, ^(—N,) ¹⁵N, ¹⁵O, ¹⁷O, ¹⁸O, ¹⁸F, ³⁵S, ³⁶Cl, ⁸²Br,⁷⁵Br,⁷⁶Br, ⁷⁷Br, ¹²³I, ¹²⁴I, ¹²⁵I and ¹³¹I. The radionuclide that isincorporated in the instant radio-labeled compounds will depend on thespecific application, of that radio-labeled compound. For example, forin vitro chemokine receptor labeling and competition assays, compoundsthat incorporate ³H, ¹⁴C, ⁸²Br, ¹²⁵I, ¹³¹I, ³⁵S or will generally bemost useful. For radio-imaging applications ¹¹C, ¹⁸F, ¹²⁵I, ¹²³, ¹²⁴I,¹³¹I, ⁷⁵Br, ⁷⁶Br or ⁷⁷Br will generally be most useful.

It is understood that a “radio-labeled” or “labeled compound” is acompound that has incorporated at least one radionuclide. In someembodiments the radionuclide is selected from the group consisting of³H, ¹⁴C, ¹²⁵I, ³⁵S and ⁸²Br.

Synthetic methods for incorporating radio-isotopes into organiccompounds are applicable to compounds of the invention and are wellknown in the art.

A radio-labeled compound of the Invention can be used in a screeningassay to identify/evaluate compounds, in general terms, a newlysynthesized or identified compound (i.e., test compotmd) can beevaluated for its ability to reduce binding of fee radio-labeledcompound of the invention to the chemokine receptor. Accordingly, theability of a test compound to compete with the radio-labeled compoundfor binding to the chemokine receptor directly correlates to its bindingaffinity.

The present invention also includes pharmaceutical kits useful- forexample, in. the treatment or prevention of chernoklne-associateddiseases which include one or more containers containing apharmaceutical composition comprising a therapeutically effective amountof a compound of Formula I. Such kits can further include, if desired,one or more of various conventional pharmaceutical kit components, such,as, for example, containers with one or more pharmaceutically acceptablecarriers, additional containers, etc., as will be readily apparent tothose skilled in the art. Instructions, either as inserts or as labels,indicating quantities of the components to be administered, guidelinesfor administration, and/or guidelines for mixing the components. Canalso be included in the kit.

All publications, patents, and patent applications including all citedart and bibliographic references cited herein are hereby incorporated byreference in their entirety for all purposes.

While the many forms of the invention herein disclosed constitutepresently preferred embodiments, many others are possible and furtherdetails of die preferred embodiments and other possible embodiments arenot to be construed as limitations. It is understood that the terms usedherein are merely descriptive rather than limiting and thai variouschanges many equivalents may be made without departing from the spiritor scope of the claimed Invention.

1-45. (canceled)
 46. A method of treating a disease associated withexpression or activity of a chemokine receptor in a patient comprisingadministering to said patient a therapeutically effective amount of acompound of the formula I:

or pharmaceutically acceptable salt thereof, wherein: X and Y togetherare selected from the group consisting of:

Z is a phenyl, pyridyl or pyrimidinyl group that is substituted with aCF₃ group; R¹ is phenyl, pyridyh thiazole, pyrimidine or pyrazine,wherein said R¹ is substituted with 0-3 R^(1a), wherein R¹ a isindependently selected from the group consisting of: CH₂–OMe, alkylamides, pyrollidinyl amides, morpholinyl, alkyl, alkoxy, CH₂—NMe₂,pyridyl, carboxylate, phenyl bearing a CH₂—OH group, pyrimidine,thiazole, oxazole and pyrazine; R² is OH; R³ and R⁴ are H; R⁵ isindependently selected from the group consisting of hydrogen, alkyl, andformyl; R⁶ and R⁷ are each independently selected from the groupconsisting of H, C₁-C₁₀ alkyl, OH, CH₂—OMe and hydroxyalkyl; and r=1.47. The method of claim 46 wherein said chemokine receptor is CCR2 orCCR5.
 48. The method of claim 46 wherein said disease is an inflammatorydisease.
 49. The method of claim 46 wherein said disease is an immunedisorder.
 50. The method of claim 46 wherein said disease is rheumatoidarthritis, atherosclerosis, lupus, multiple sclerosis, neuropathic pain,transplant rejection, diabetes, or obesity.
 51. The method of claim 46wherein said disease is cancer.
 52. The method of claim 51 wherein saidcancer is characterized by tumor associated macrophages.
 53. The methodof claim 51 wherein said cancer is breast cancer, ovarian cancer ormultiple myeloma.
 54. The method of claim 46 wherein said disease orcondition is a viral infection.
 55. The method of claim 54 wherein saidviral infection is HIV infection. 56-57. (canceled)
 58. A method oftreating cancer in a patient comprising administering to said patient atherapeutically effective amount of a compound of the formula I:

or pharmaceutically acceptable salt thereof, wherein: X and Y togetherare selected from the group consisting of:

Z is a phenyl, pyridyl or pyrimidinyl group that is substituted with aCF₃ group; R1 is phenyl, pyridyl, thiazole, pyrimidine or pyrazine,wherein said R¹ is substituted with 0-3 R^(1a), wherein Rla isindependently selected from the group consisting of: CH₂—OMe, alkylamides, pyrollidinyl amides, morpholinyl, alkyl, alkoxy, CH₂—NMe₂,pyridyl, carboxylate, phenyl bearing a CH₂—OH group, pyrimidine,thiazole, oxazole and pyrazine; R² is OH; R³ and R⁴ are H; R⁵ isindependently selected from the group consisting of hydrogen, alkyl, andformyl; R⁶ and R⁷ are each independently selected from the groupconsisting of H, C₁-C₁₀ alkyl, OH, CH₂—OMe and hydroxyalkyl; and r=1.59. The method of claim 58, wherein the cancer is characterized byinfiltration of macrophages into tumors or diseased tissue.
 60. Themethod of claim 39, wherein said compound is administered with apharmaceutically acceptable carrier.